How to get a Missouri certificate of authority, from decision to filed record

Missouri does not use one form for everyone. A business corporation applies for a certificate of authority under section 351.576. A nonprofit corporation uses the nonprofit chapter and a different form. A limited liability company applies for registration under section 347.153, and receives a certificate of registration. Partnerships sit in chapters of their own, one for limited partnerships and one for LLPs. Getting this step wrong costs time, because the home certificate may age while you correct the form.

A corporation whose own name falls short of Missouri's rule has two fixes: add a word like company, incorporated, corporation or limited, or adopt a fictitious name by board resolution. Whichever it picks, the Missouri record must show it as clearly different from other entities, including reserved names. An LLC may register under any name, whether or not it is the home name, that a domestic Missouri LLC could register. Whichever route you take, the name on the application should match the home-state record exactly except for the deliberate change.

The certificate is the item with a clock on it. A corporation's certificate of existence should be no more than 60 days old, and an LLC's current good standing certificate must be dated within 60 calendar days of filing. Order it only when the form is nearly finished and the signer is available. Some home states issue one document that serves as proof of existence and of good standing, and others issue two, in which case order both on the same day.

For an LLC the application is signed by a manager, member or other authorized agent, and by signing, that person swears under Missouri's false-declaration law to the truth of the facts and to his or her own authority. An officer or other authorized person signs for a corporation, with the same care. Lay the finished form next to the formation record before anyone signs, because the signer vouches for every line.

For a corporation the main duty is the corporate registration report. The first one falls due within thirty days of qualifying, and later ones in the same month each year, unless the corporation moves the month for $20. The Secretary of State may begin revocation if a report is more than thirty days late, among other grounds. An LLC has no report to file, but a new name or a new home state means an amended certificate of registration, and a new agent or office means a statement of change.

A corporation first obtains a certificate of withdrawal, because the statute bars it from simply leaving, and an LLC files the cancellation of its registration. The two are described on the withdrawal and cancellation page, with the notices that must go to the Secretary of State for any claim that arises later.

A nonprofit uses Form Corp 55A under chapter 355 and pays $25; its certificate of withdrawal later costs $10. Nonprofit filings use the same kind of home certificate.

Begin with the entity type and the agent. Gather the facts, settle the name and check that the signer is free. Order the certificate last and file soon after it arrives. A corporation then adds its yearly report month to the company calendar.

A series LLC gives the Secretary of State the same information for each series that it has authorized. Professional entities, such as law or medical practices, may face a licensing board's rules in addition to the Secretary of State's, and we do not review those. For limited partnerships and limited liability partnerships, write to us before ordering.

The fee schedule includes an add-on that expires on December 31, 2026, so unless the General Assembly extends it, each fee would be $5 lower in January. We check the fee on the filing day. That is not a reason to delay when you are already working in the state, since the fine for operating without authority is at least $1,000, many times the difference.

Write down the exact home name and the date of formation. Confirm whether the entity is a corporation, a nonprofit or an LLC. Decide who will sign. Choose the Missouri agent and check that the agent's address is a real street address. Check that the name is free in Missouri, or pick the variation you will use. Note how your home state issues certificates. Decide whether the company already works in Missouri and, if so, since when. Note whether it owns Missouri property. Note whether a professional license is involved. Last, decide whether you will file alone or have a preparer do it. The answers fill the form.

A preparer saves the time of assembling the form and watching the dates. It does not change the law, the Missouri fee or the facts. If the company has done business in the state for years without authority, or has an unusual structure, the better first call is to a Missouri lawyer, and the filing follows the advice.