Missouri Certificate of Authority / Penalties
The penalty for operating in Missouri without a certificate of authority
A foreign corporation that works in Missouri with no certificate of authority risks a fine of at least $1,000 and is shut out of Missouri courts as a plaintiff until it obtains one. A foreign LLC faces the same minimum, $1,000, and the same exclusion. Neither statute sets a daily rate.
What failing to qualify costs
| Consequence | Corporation | LLC |
|---|---|---|
| Fine | At least $1,000 | At least $1,000 |
| Collected by | County prosecutor | County prosecutor |
| Lawsuits | Barred until it complies | Barred until it complies |
| Contracts | Stay valid | Stay valid |
| Defending a suit | Allowed | Allowed |
| Fine | At least $1,000 | At least $1,000 |
The corporate fine
Section 351.574 gives the county prosecutor the job of recovering the fine and sets its floor at $1,000. The section states no maximum and no daily rate, so the amount above the floor is for the court to set.
The LLC fine
Section 347.163 sets the same floor for a foreign LLC. The Secretary of State refers the matter to the county prosecutor, who brings the proceeding to recover it. The section names no daily rate either.
Locked out of court
A corporation without a certificate may not start a proceeding in a Missouri court, and the bar reaches a successor and an assignee. The court may put a case on hold while it decides whether a certificate was needed. An unpaid Missouri invoice cannot be pursued in court until the company obtains the certificate.
What survives
Missouri does not unwind what the company has done. Its contracts are still enforceable, and it is free to defend a suit. In the LLC chapter, members and managers are not made liable for company debts just because registration was skipped. If a corporation's certificate is later revoked, its authority ends on the date in the certificate of revocation, and the Secretary of State becomes the agent for claims from the period it held authority.
Long-arm reach
If registration is skipped, an LLC that transacts business here can be reached under Missouri's long-arm provisions for claims springing from that business. In plain terms, Missouri courts can hear a claim against it that grows out of the Missouri work.
Who brings the fine?
The statutes hand the prosecutor the power to recover it once the Secretary of State refers the matter. The fine and the lawsuit bar are separate consequences, and registering ends the bar.
Registering late
The registration fee is the same whether the company files early or late. A company that files after a fine has been imposed pays both, which for an LLC totals $1,105. A corporation's base is $155 for the certificate.
Where corporations and LLCs differ
The minimum fine is the same for both. The differences lie in the sections that carry the rules and the extra protection the LLC chapter gives to members and managers. In practice the advice is identical: register before the work becomes regular.
A lawsuit already pending
If a corporation is plaintiff in a Missouri case when the question surfaces, the court may stay the case, and the corporation can carry on once it obtains the certificate. The bar covers a successor and an assignee, so selling the claim to a third party does not avoid it.
What it takes to fix it
Fixing it takes a fresh home certificate dated inside the limit, a Missouri agent and office, and the form for your entity type: $155 for a corporation, $25 for a nonprofit or $105 for an LLC. The home certificate has an age limit: 60 days for a corporation's certificate of existence, and 60 calendar days before filing for an LLC's good standing certificate. Hold the certificate order until the rest of the file is complete.
Putting it right
Apply for the certificate of authority or registration now, with a fresh home certificate. Once it is filed, the lawsuit bar ends.
Where a lawyer helps
A lawyer can say whether the earlier activity amounted to transacting business, since the exclusions are open ended, and can advise on tax exposure, which the registration statutes leave to other laws.
Penalty questions
Is there a daily fine?
Neither section states a daily rate.
Who collects the fine?
The county prosecutor.
Are contracts void?
No. They stay valid.
Can the company defend a lawsuit?
Yes.
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 351.574, consequences of transacting business without authority
- Missouri Revised Statutes 347.163, failure to register
- RSMo 351.602, procedure and effect of revocation
Need a Missouri certificate of authority?
Tell us the entity type and we line up the form, the certificate and the agent.