Missouri certificate of authority: the form, the fee and the later filings for each entity type

It is the state's permission for a company formed elsewhere to carry on business inside Missouri. Chapter 351 of the Missouri statutes requires a foreign corporation to hold one before it transacts business, and it gives the Secretary of State the power to take it away again. The word is the name of the corporate permit. Other entity types reach the same result by a different name.

Chapter 347 handles foreign LLCs and calls the document a certificate of registration. Chapter 355 covers nonprofit corporations. Limited partnerships register under chapter 359, and limited liability partnerships under chapter 358.

The duty arises before the first act of business, not after it. For a foreign corporation that goes to work in Missouri without a certificate, the fine starts at $1,000, and until the certificate exists the corporation cannot file a lawsuit in a Missouri court. The statute then lists eight everyday activities that do not count, among them holding board meetings, keeping a bank account, defending a lawsuit and finishing a single deal within 30 days. The list is open, so something that is not on it is not automatically business. The page on when authority is required goes through employees, warehouses, rental property and online sales.

Missouri's schedule shows $105 for an LLC, $155 for a corporation and $25 for a nonprofit. Each one is the statutory fee plus $5, an extra charge that the office may attach to every fee under the chapter and pay into its technology trust fund. The corporation's statutory fee is $150, the nonprofit's $20 and the LLC's $100.

The add-on has an end date. The limited liability company and limited partnership sections both say it lapses at the end of the current calendar year, and unless the General Assembly extends it, the statutory amounts alone apply from the first of January. We show today's schedule and confirm the current amount when we file. The cost page shows every figure.

Register now. The statute does not excuse the earlier months, yet it also runs no daily meter: for an LLC the fine is a floor of $1,000 with no ceiling stated, and a county prosecutor collects it once the Secretary of State refers the matter. Contracts signed while unregistered stay valid, and the company may defend itself in court. The penalties page explains each consequence for corporations and for LLCs.

An LLC's agent is an individual who lives in Missouri and keeps a business office at the registered office, or a Missouri or foreign corporation authorized to do business in Missouri with its business office at the registered office. A corporation's agent is an individual who lives in Missouri with a business office at the registered office, a Missouri corporation or nonprofit corporation, or a foreign one authorized in Missouri, each with its business office at the registered office. In both cases the entity cannot name itself, and the registered agent page covers changes and resignations.

A corporation cannot simply stop. It first obtains a certificate of withdrawal, which costs $25, and promises to keep a mailing address current for five years for any later claim. An LLC cancels its registration on Form LLC 8 for $25. The withdrawal and cancellation page compares the two routes.

A foreign limited partnership registers under chapter 359 for $105, which is the statute's $100 plus $5. A foreign limited liability partnership registers under chapter 358 at $25 for each partner. We ask partnerships to write before ordering, and we do not promise a price until we have the partner count.