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Missouri Certificate of Authority / Form LLC 4

Form LLC 4: the LLC counterpart of a certificate of authority

Form LLC 4, the Application for Registration of a Foreign Limited Liability Company, is what an out-of-state LLC files to receive a Missouri certificate of registration, and Missouri charges $105 for it. The eight matters the statute lists are taken in turn below. Our charge for preparing it is $199.

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Form LLC 4 at a glance

Official title
Application for Registration of a Foreign Limited Liability Company
Form
Form LLC 4
Filed by
An LLC organized under another state's law
Fee
$105
Statute
RSMo 347.153, 347.155, 347.157 and 347.163
Attachments
Proof of existence and a good standing certificate issued at most 60 days earlier
Who signs
a manager, member or other authorized agent
What comes back
A filed copy and a certificate of registration

Registration, not authority

Missouri's corporate chapter talks about authority and its LLC chapter talks about registration. For a foreign LLC the practical result is the same, namely permission to carry on business in the state, but the paper it receives is called a certificate of registration. Anyone searching for an LLC's certificate of authority in Missouri is looking for this form.

What the application sets out, in the statute's order

The statute lists eight matters. Here they are in sequence:

  • The name of the LLC, and a second name for Missouri use if wanted.
  • The place where it was formed and the date.
  • Its purpose, or the general kind of business it expects to carry on in Missouri.
  • The Missouri registered agent and the street address of the registered office.
  • A statement that the Secretary of State stands in for service whenever no agent is on file or the agent is out of reach.
  • The address of the office it keeps at home.
  • Proof from the home official that the LLC exists.
  • A good standing or existence certificate that is current.

Series authorized under section 347.186 repeat the same details, one set for each series.

Choosing the Missouri name

Missouri lets the registration carry any name, whether or not it is the home name, that a domestic Missouri LLC could register. Take the home name straight from the formation record, letter for letter, and add an alternate only if Missouri already has an entity with the same name.

Place and date of formation

Give the state and the formation date shown on the home record. After registration the home state's law still governs the LLC's structure, its management and what its members risk, and Missouri may not refuse it merely because Missouri law reads differently. The date is the date of formation, not the day the Missouri expansion was approved.

Writing the purpose line

Describe in one short sentence the kind of services, goods or property activity the LLC expects to carry on in the state. The line is about the Missouri activity, not every business the LLC might do.

Agent, office and the fallback

The agent may be 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 registered office is a physical address, and it may be a place the LLC does not otherwise use. The form also names the Secretary of State as the place for service when the LLC fails to keep an agent or none can be located despite ordinary effort. You do not choose anything there, but it explains why an agent lapse is risky.

The two home papers

The first paper is the home official's authenticated proof that the LLC exists. The second is a good standing or existence certificate whose date falls no more than 60 calendar days before the filing. Some home offices issue one certificate that says both things. We check whether it covers both items when we prepare your filing, and if your home office issues two, order both together.

Signature

A manager, member or other authorized agent signs. In signing, that person declares under Missouri's false-declaration penalties that the answers are correct and that he or she is entitled to sign. Hand the signer a finished copy and the formation record side by side.

Fee and what comes back

The fee is $105, which is the statute's $100 plus $5 that lapses at year's end unless the legislature extends it. The lower online rate on the schedule belongs to Missouri LLCs. When the office accepts the filing it marks it filed with the date, keeps the original, and returns a copy with the certificate.

Checks before we submit

We check each requirement before submitting: the certificate's age, the name, the agent and office under section 347.030, every listed matter, the signature and the payment.

How we prepare Form LLC 4

  1. Send us the company facts

    Names, formation state and date, purpose, and the addresses.

  2. We vet the agent

    The person or company must fit section 347.030.

  3. We time the certificates

    Each one has to be at most 60 days old when filed.

  4. We fill in every item

    Against the statute's list above.

  5. Your signer reads it

    A manager, member or other authorized agent signs.

  6. We submit it

    Missouri's fee is $105.

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 LLC 4 questions

Is a notary needed on Form LLC 4?

We confirm the signing requirements when we prepare your filing.

Does the operating agreement go in?

The statute's list of items does not include one.

Can a corporation use this form?

No. Corporations file Form Corp 42.

What if the LLC renames itself later?

Form LLC 14 amends the certificate of registration, and the state fee is $25.

We prepare Form LLC 4

What we charge and what Missouri charges

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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
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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

  1. Missouri Secretary of State, schedule of fees and charges
  2. Missouri Form LLC 4, foreign LLC registration
  3. Missouri Form Corp 42, foreign corporation certificate of authority
  4. Missouri Form Corp 55A, foreign nonprofit certificate of authority
  5. Missouri Revised Statutes 347.153, registration of foreign LLCs
  6. RSMo 347.157, name of a foreign LLC
  7. RSMo 347.151, foreign LLC conflict of laws
  8. RSMo 347.030, registered office and agent of a limited liability company
  9. RSMo 347.169, affirmation under penalties of perjury
  10. RSMo 347.179, fees under the LLC chapter
  11. RSMo 347.740, additional fee and its expiration date
  12. RSMo 359.653, additional fee and its expiration date (limited partnerships)
  13. RSMo 347.155, proper application for registration
  14. Missouri Form LLC 14, foreign LLC amendment

Need a Missouri certificate of authority?

Tell us the entity type and we line up the form, the certificate and the agent.

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