Missouri Certificate of Authority / Agent
Who may be the registered agent for a Missouri certificate of authority
An entity holding a Missouri certificate of authority or registration must keep an in-state agent and an in-state office, and replacing either costs $10 on Form Corp 59. The qualifying rules for corporations and LLCs are close but not identical.
Agent rules at a glance
- LLC agent
- 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
- Corporation agent
- 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
- Office
- A physical street address in Missouri
- Change fee
- $10 (Form Corp 59)
- Entity as its own agent
- Not allowed
Who may serve
An LLC may appoint 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. A corporation may appoint 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. The agent works from the address that serves as the registered office. That office can also be a place where the entity does business, though it does not need to be.
Why a mailbox will not do
Form Corp 59 tolerates a post office box only beside a physical street address, and bars an entity from serving as its own agent.
Swapping the agent or office
The statement of change lists seven matters for an LLC and six for a corporation, among them the written consent of the new agent. It costs $10 and takes effect on filing.
If the agent relocates
When an agent changes the address of its own business office, it can update the registered office of every entity it serves. It tells each one in writing and files a statement saying so. Ask how your agent plans to reach you.
Consent and timing
The new agent's written consent travels with the statement of change, so line up that consent before the old agent leaves. The change takes effect when the Secretary of State files the statement.
Naming yourself is not allowed
An LLC or a corporation cannot name itself as its own agent. A company with no Missouri resident or authorized company to serve needs to find one before it files.
Resignation
An LLC's agent resigns on duplicate statements, effective thirty days after the Secretary of State receives them or earlier if a successor is named. A corporation's agent drops off on the thirty-first day after the resignation is filed. In both cases, begin the search for a replacement at once.
When no agent is on file
For an LLC with no agent, if neither an authorized person nor an organizer can be found, the Secretary of State steps in as agent for process and mails a copy, registered, to the organizer. For a corporation without an agent, or after withdrawal or revocation, process can go by certified or registered mail to its secretary at the principal office on file. A gap in the agent can also support a revocation.
Questions to put in an agent contract
Ask whether the agent staffs the office in business hours, how quickly papers reach you, and what notice you receive before a resignation. Get each answer in writing before the agent's name goes on a public filing.
Registered office versus mailing address
The registered office is where legal papers are delivered. It need not match the entity's home address. Give each address its own entry on the form and keep a note of which one went where.
Choosing well
Look for a staffed Missouri office and a clear forwarding method. We can serve as your Missouri agent, and you may name another.
Agent questions
Can an officer be the agent?
Yes, provided the officer lives in Missouri and works from an office at the registered address.
Does the agent have to be a lawyer?
No.
How fast does a change take effect?
When the Secretary of State files it.
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
- Missouri Form Corp 59, change of registered agent or office
- RSMo 347.030, registered office and agent of a limited liability company
- RSMo 351.586, registered office and agent of a foreign corporation
- RSMo 351.588, change of registered office or agent
- RSMo 351.592, resignation of a registered agent
- RSMo 347.033, service on the agent or the Secretary of State
- RSMo 351.594, service on a foreign corporation
Need a Missouri certificate of authority?
Tell us the entity type and we line up the form, the certificate and the agent.