Withdrawing a Missouri certificate of authority or cancelling an LLC registration

Section 351.596 bars a foreign corporation from leaving until it holds a certificate of withdrawal. The application makes five statements. The corporation surrenders its authority, accepts that the Secretary of State will receive claims about its past period of authority, gives a mailing address for them, and agrees to keep the address up to date for 5 years. The fee is $25, or $10 for a nonprofit.

Whatever happens to the business, that address is where a claim from its Missouri years will be sent. A mailbox at an office you have just closed is the wrong choice. Use an address that somebody opens mail at for the next several years, and write the date of the last check in the company calendar.

It ends the right to carry on business in Missouri and nothing more. The company still exists at home, still owes whatever it owed for earlier periods, and can still be sued over its Missouri years. After revocation or withdrawal, service on a corporation can go by registered or certified mail to its secretary at the principal office on file.

Corporations and LLCs both use Form Corp 59 for this, at $10. It names the agent and office now on file and the new ones, and carries the new agent's written consent. It takes effect as soon as it is filed.

For an LLC the documents under chapter 347 are signed by an authorized person or another person duly authorized under the operating agreement. A corporation's filings are signed by an officer or other authorized person.

A company that leaves and later returns starts over with a new application, a new fee and a new home certificate. Save withdrawal for a real exit and not a quiet season.

$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.