Missouri Certificate of Authority / From Delaware
A Delaware company getting authority to operate in Missouri
For a Delaware LLC the Missouri registration is $105, and for a Delaware corporation the certificate of authority is $155. Delaware keeps charging on its side: $400 a year for an LLC, and $50 for the short-form good standing certificate that Missouri wants to see.
Delaware and Missouri compared
| Item | Delaware LLC | Delaware corporation |
|---|---|---|
| Missouri fee | $105 | $155 |
| Missouri document | Certificate of registration | Certificate of authority |
| Missouri yearly filing | None | Corporate registration report |
| Delaware certificate | $50 short form | $50 short form |
Ordering the Delaware paper
Missouri wants a certificate from the Delaware Division of Corporations. An LLC's must carry a date inside 60 days of the filing, and the Missouri form for a corporation sets a limit of 60 days. Delaware sells a short form for $50. Delaware will not issue good standing, or accept other filings, for an LLC whose tax is unpaid, so settle the tax first and only then place the certificate order.
Two tax systems, kept apart
A Delaware LLC pays $400 to Delaware by June 1 every year, and $200 extra if it is late. Delaware taxes any LLC that its records show as active at some point in the tax year, without proration. Missouri asks an LLC for nothing yearly. A Delaware LLC's first Missouri year therefore comes to $505, with the Delaware tax counted in.
If the Delaware entity is a corporation
The corporate route starts with Form Corp 42 at $155, followed by a Missouri corporate registration report every year, $15 if filed electronically. With the first report, the Missouri side reaches $170. Delaware's franchise tax and annual report are separate matters that we do not price here.
Delaware long form and the late tax
Delaware also issues a long-form certificate at $175. Missouri's statute names a certificate of existence or similar proof and a current good standing certificate. Which Delaware document fits is something we work out as we prepare your filing. If the Delaware tax is paid late, the amount grows by the late charge: $400 paid after June 1 costs $600 before interest.
The Missouri agent is a second agent
A Delaware company already has a Delaware agent. Missouri needs its own, and for an LLC the 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. The Delaware agent qualifies for Missouri only when it also holds Missouri authority and maintains an office here.
Delaware names on the Missouri form
Delaware company names carry the usual ending, which meets Missouri's rule. Where another Missouri entity has the name, the application proposes a different Missouri name, and the formation name stays as it is at home.
Example: a Delaware corporation with a Kansas City branch
A Delaware corporation opens a sales branch in Kansas City with three employees. That is continuing business, so it needs a certificate of authority. It pays its Delaware dues, orders the short-form certificate for $50, appoints a Kansas City agent and files for $155. Skipping the filing would risk the minimum fine of $1,000.
Steps for a Delaware entity
Clear Delaware first
Pay the tax or report so Delaware will certify good standing.
Appoint a Missouri agent
A local resident, or a company with Missouri authority and an office.
Choose the Missouri form
Form LLC 4 for an LLC, Form Corp 42 for a corporation.
Order the certificate
Short form, $50, dated inside the limit.
Sign and file
Pay the Missouri fee for your type.
The Delaware totals
A Delaware LLC pays Missouri $105 and the Delaware certificate $50, which is $155 before the Delaware tax. With the tax counted, its first Missouri year comes to $505.
Keeping two states in order
A lapse in Delaware can undermine the Missouri record, because the Missouri filing was built on a Delaware certificate, and any later amendment will want a new one. A corporation owes Missouri a yearly report, an LLC does not. Keep a separate calendar for each state.
Leaving Missouri
A Delaware LLC cancels on Form LLC 8 for $25, and a Delaware corporation obtains a certificate of withdrawal for $25. The withdrawal page has the steps.
What a Delaware home does not change
In Missouri a Delaware home earns no special treatment. The same statute, the same fee and the same fine apply, and a Delaware agent is not a Missouri agent unless it meets Missouri's own test.
Delaware entity questions
Does the Delaware tax fold into the Missouri fee?
No, the two are billed separately.
Do I owe Missouri anything each year?
A corporation files a yearly report. An LLC does not.
Which Delaware certificate do I order?
Delaware sells a short form and a long form. We work out which one fits as we prepare your filing.
What we charge and what Missouri charges
Start my Missouri filing
Missouri$199
+ the Missouri fee for your entity
- The Missouri form that matches your entity type, completed from your answers
- Your home-state certificate checked against Missouri's 60-day limit
- A Missouri registered agent and office from us, or the one you name
- The filed record returned to you
- Renewal: after the first year, the agent service renews at $149 a year
Missouri's amounts are $105 for an LLC, $155 for a corporation and $25 for a nonprofit, listed apart from ours. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Sources
- Missouri Secretary of State, schedule of fees and charges
- Missouri Form LLC 4, foreign LLC registration
- Missouri Form Corp 42, foreign corporation certificate of authority
- Missouri Form Corp 55A, foreign nonprofit certificate of authority
- Missouri Revised Statutes 347.153, registration of foreign LLCs
- Delaware Division of Corporations, LLC/LP/GP annual tax
- Delaware Division of Corporations fee schedule (PDF)
- Delaware Code Title 6, chapter 18, subchapter XI (fees and annual tax)
- Division of Corporations, pay taxes and file annual reports
- RSMo 351.125, fees for the corporate registration report
- Division of Corporations, certificates of status and entity status online
- RSMo 347.030, registered office and agent of a limited liability company
- RSMo 347.157, name of a foreign LLC
- RSMo 351.574, consequences of transacting business without authority
- RSMo 347.160, amended certificate of registration
- Missouri Form LLC 8, foreign LLC cancellation
Need a Missouri certificate of authority?
Tell us the entity type and we line up the form, the certificate and the agent.