Missouri Certificate of Authority / Form Corp 42
Form Corp 42: the Missouri certificate of authority for a foreign corporation
Form Corp 42, the Application for Certificate of Authority, is the Missouri filing that gives a foreign business corporation its certificate of authority, at $155. A foreign nonprofit uses Form Corp 55A and pays $25. Our handling charge is $199.
The corporation filing at a glance
- Official title
- Application for Certificate of Authority
- Form
- Form Corp 42
- Fee
- $155 (statute: $150)
- Nonprofit
- Form Corp 55A at $25
- Home proof
- Certificate of existence, issued at most 60 days before filing
- After approval
- A corporate registration report every year
- Exit
- Certificate of withdrawal, $25
The seven matters in section 351.576
The application covers seven matters.
- The corporation's name, or a Missouri name it will use because its own is unavailable.
- The state where it was incorporated and the date.
- How long the corporation is to exist.
- Where its principal office is, by street address.
- The Missouri registered office and the agent who staffs it.
- Directors and officers, each with a business address.
- Anything else the Secretary of State needs in order to work out fees or taxes.
The last matter is open ended. The home-state proof described next travels with the application.
Proof from the home state
A corporation does not file alone. Section 351.576 requires the home official's authenticated proof of existence, which can be a certificate of existence or an equivalent paper. Form Corp 42 itself adds an age limit of 60 days.
Naming the corporation in Missouri
Missouri checks the proposed name against its records of corporations, nonprofits, limited partnerships, LLCs and reserved names, and wants it to be distinguishable from all of them. If the home name falls short of the rule, the corporation can add a word like company, corporation, incorporated or limited, or adopt a fictitious name by board resolution. Settle this before the certificate is ordered.
Agent and office
The 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. Changing either later takes a statement setting out six matters, $10 on Form Corp 59. If the agent resigns, the appointment ends on the thirty-first day after the resignation is filed.
What a foreign corporation pays Missouri
| Filing | Pay this | Statute alone |
|---|---|---|
| Getting the certificate of authority | $155 | $150 |
| Nonprofit certificate of authority | $25 | $20 |
| Withdrawing | $25 | $20 |
| Amending the certificate | $25 | $20 |
| Changing agent or office | $10 | $5 |
The schedule column is the statute column plus $5, an add-on due to lapse at year's end unless extended.
If the applicant is a nonprofit
A foreign nonprofit corporation applies under chapter 355 on Form Corp 55A, for $25, and attaches the same kind of home certificate. Leaving costs $10 for the certificate of withdrawal, so arriving and departing comes to $35 in state fees. An organization with an unusual membership or purpose should write to us first.
What follows approval
From then on the corporation owes a yearly corporate registration report. An officer or authorized person signs it, and it gives the corporate name, the registered agent and its Missouri physical address, the names and addresses of officers and directors, and the mailing address of the principal place of business. Leaving later takes the Application for Certificate of Withdrawal. Dates and charges are on the yearly reports page.
Revocation and reinstatement
The Secretary of State can start revoking a foreign corporation's certificate on eight grounds, among them a report more than thirty days late. A revoked corporation applies for reinstatement and pays $50 plus any delinquent charges. The corporation is notified in writing and has 60 days to cure the problem before revocation is signed.
Amending the certificate
A corporation whose name, stated duration or home state changes asks for an amended certificate of authority, for $25. Do it soon after the change, so that Missouri's record keeps matching the home record.
Who signs and what to check
An officer or other authorized person signs for the corporation, and the choice is the corporation's own. Because the application recites names and addresses of directors and officers, the signer should compare those against the minute book rather than a website.
How we prepare a corporation filing
You pick profit or nonprofit
That choice sets the form and the fee.
We test the name
Against the Missouri naming rule.
We confirm the agent
Someone with a working Missouri office.
We time the certificate
No older than 60 days.
An officer signs
We bring the finished form to the signer.
We file it
With the fee for your entity type.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Form Corp 42 questions
Is the nonprofit fee the same?
No. A nonprofit pays $25.
Does an S corporation file differently?
The statute does not treat it differently.
Are directors listed?
The statute asks for current directors and officers.
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
- RSMo 351.576, application for certificate of authority
- RSMo 351.584, corporate name of a foreign corporation
- RSMo 351.586, registered office and agent of a foreign corporation
- Missouri Form Corp 59, change of registered agent or office
- RSMo 351.588, change of registered office or agent
- RSMo 351.592, resignation of a registered agent
- RSMo 355.021, fees under the nonprofit corporation chapter
- RSMo 351.658, fees for corporate filings
- RSMo 347.740, additional fee and its expiration date
- RSMo 359.653, additional fee and its expiration date (limited partnerships)
- RSMo 351.120, corporate registration report
- RSMo 351.596, withdrawal of a foreign corporation
- RSMo 351.598, revocation of a certificate of authority
- RSMo 351.604, reinstatement of a revoked certificate
- RSMo 351.602, procedure and effect of revocation
- RSMo 351.578, amended certificate of authority
Need a Missouri certificate of authority?
Tell us the entity type and we line up the form, the certificate and the agent.