Register a Missouri Foreign LLC
A Missouri Foreign LLC is an LLC that has registered to do business there, even though it was not originally formed in Missouri. To do business as a foreign LLC in Missouri, you'll need to appoint a local registered agent, file an Application for Registration of a Foreign Limited Liability Company with the Missouri Secretary of State, and pay the $105 (plus a 2.15% added fee if paying by credit card) registration fee.
Missouri's statutes don't explicitly define what the state considers to count as doing business, but in general, your LLC will need to register as a foreign LLC in Missouri if it applies for state or county business or occupational licenses, sells or provides retail or other services, has a physical address, storefront, or warehouse, or pays any employees in the state of Mississippi.
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How To Register a Foreign LLC in Missouri
The process to register a foreign LLC is known as foreign qualification. In order to register your foreign LLC in Missouri, you’ll need to file an Application for Registration of a Foreign Limited Liability Company with the Missouri Secretary of State, Corporations Division. The application costs $105 (plus a 2.15% fee if paying by credit card). However, you’ll need to complete a few additional steps before you file your paperwork. Our guide will show you how to do it.
1. Appoint a Missouri registered agent
Starting off, you’ll need to appoint a Missouri registered agent. Your agent needs to have a Missouri street address and be available during regular business hours to to receive service of process (legal documents) on behalf of your business.
Can I be my own Missouri registered agent?
Only if you live and have an address in Missouri. Otherwise you are best off hiring a professional registered agent service that will get your legal mail to you fast.
Why hire a professional registered agent?
Not all business owners are able to sit around and wait on important mail. This is where a registered agent comes in handy. Plus, any registered agent worth hiring will allow you to use their address on public documents, which can help you live privately.
2. Obtain a Certificate of Good Standing
Next up, you’ll need to get a Certificate of Good Standing (sometimes referred to as a Certificate of Existence) from your LLC’s state of origin. This certificate will prove to Missouri that your LLC has a habit of playing by the rules, paying state fees, and filing paperwork in a timely manner.
How do I get a Certificate of Good Standing?
The process to get a Certificate of Good Standing varies by state, but in most cases you’ll be able to request one online from your Secretary of State’s office. It should be noted that Missouri only accepts certificates issued within the last 60 days.
3. Complete the Application for Registration of a Foreign LLC
Before your LLC can legally do business in Missouri, you’ll need to file an Application for Registration of a Foreign Limited Liability Company. Here is the information you’ll need on hand:
- The name of your LLC
- If your LLC’s name is not available, the name your LLC will use in Missouri
- Jurisdiction and date of your LLC’s original formation
- The purpose of your LLC or the type of business it will do in Missouri
- The name and physical address of your Missouri registered agent
- Address of the LLC’s principal office in its jurisdiction of origin
- If your LLC is a Missouri series LLC, include information about the series, and attach a completed Form LLC 4A for each series you plan to register
- Authorized signature of an LLC member or manager
Ready to start doing business in Missouri? Register your foreign LLC in Missouri.
How much does the Application for Registration of a Foreign LLC cost?
$105. Missouri tacks on an added 2.15% for all credit card payments, and $0.50 for eCheck payments. To avoid the charge you’ll need to file by mail or in person and pay with a paper check.
How do I file my Application for Registration of a Foreign LLC in Missouri?
You can file your application online, by mail, or in person.
By mail or in person:
PO Box 778 / 600 W. Main St., Rm. 322
Jefferson City, MO 65102
Missouri Online Business Filing
Do I need to file Missouri Articles of Organization for my foreign LLC?
No. Missouri Articles of Organization, are used to create a domestic LLC in Missouri. Foreign LLCs just file the Application for Registration, which gives them the authority to do business in Missouri.
4. Receive your Certificate of Verification
Once approved, Missouri will mail you a copy of your filed application, as well as a Certificate of Verification that authorizes your foreign LLC to do business in Missouri.
How long does the approval process take?
Online and in-person filings are processed the same day. Mailed filings can take up to 30 business days. There is no expedited option.
Missouri Foreign LLC Registration FAQ
How do I amend a foreign LLC in Missouri?
To amend your foreign LLC in Missouri you’ll need to file an Amendment of a Foreign Limited Liability Company and pay the $25 filing fee. You’ll also need to include a recent (no older than 60 days) Certificate of Good Standing from your LLC’s home state.
What does it mean to do business in Missouri?
Mo. Rev. Stat. § 347.163 offers a list of activities that DON’T count as doing business, including defending a lawsuit, engaging in interstate commerce, or maintaining a bank account in Missouri. Unfortunately the list doesn’t define what the state considers business activity. However, there are certain activities that are almost always considered doing business, including:
- Having employees
- Owning or leasing property like a warehouse, office space, or storefront
- Engaging in the sale of products or services
- Applying for a business license
If you’re not sure if your LLC is technically doing business in the state, contact a CPA or business attorney to make sure you’re compliant.
Read more about what counts as doing business in another state.
Do I have to file an Missouri Annual Report for my foreign LLC?
No. Missouri is one of the few states that doesn’t require LLCs to file annual reports.
How are Missouri foreign LLCs taxed?
Unless they elect to be taxed as an S-corp or C-corp, Missouri LLCs are taxed as pass-through entities. This means that profits pass through the business to each LLC member. Members then report these profits (or losses) on their personal tax returns. Each member will also be on the hook for self-employment taxes of 15.3% (12.4% for social security and 2.9% for Medicare).
How can I withdraw my foreign LLC from Missouri?
To withdraw your foreign Missouri LLC, you must provide the completed Articles of Cancellation of a Foreign Limited Liability Company form to the Missouri Secretary of State by mail, fax or in person. The form costs $25 to file.