Find out how to qualify your LLC to conduct business in Missouri.
If you own a company that was founded in a state other than Missouri, you must qualify or register it in Missouri in order to conduct business there. The requirements for qualifying your international (non-Missouri) limited liability corporation (LLC) to conduct business in Missouri are summarized below.
What exactly is a Foreign LLC?
If your LLC was founded in another state, it is referred to as a foreign LLC in Missouri. In other words, being foreign does not imply being from another nation. Instead, it signifies that your company was formed under the laws of another state. A domestic LLC, on the other hand, is one that is created in the state in which it operates. This is a prevalent phrase in the United States. An LLC founded in North Dakota, for example, is a foreign LLC in South Dakota.
Doing Business in Missouri
If you are “transacting business” in Missouri, you must register your foreign company with the state, according to Missouri’s LLC Act. What exactly does this mean? Like other states, Missouri’s LLC Act does not specify what “transacting business” with connection to international registrations entails.
State regulations determining when foreign enterprises must collect state sales tax in their state, on the other hand, give some advice on the subject. To be obligated to collect state sales tax on sales to citizens of a state, a firm must have a physical presence in, or nexus with, that state. In general, physical presence and nexus are synonymous and refer to:
a storage facility in the state
A shop in the state, an office in the state, or a sales representative in the state are all examples of state-based businesses.
Certain exclusions may apply, and the regulations become more convoluted in situations such as Internet sales. However, if you have an office, a shop, a warehouse, or workers in another state, you must register your LLC as a foreign corporation in that state.
Some Activities Are Exempt
Missouri’s LLC Act, like other states’, outlines specific actions that do not constitute doing business in the state. Among the objects mentioned are:
defending or settling a lawsuit dealing with internal business affairs such as holding member or manager meetings having a bank account in the state borrowing money or creating debts, mortgages, or liens on, or other security interest, in real estate or personal property securing or collecting debts transacting business in interstate commerce
Check Section 347.163.5 of the Missouri Revised Statutes for the exact legal description of each of these objects. If your LLC’s only operation in Missouri is one or more of the activities mentioned above, you should not be required to register with the state.
You must submit an Application for Registration of a Foreign Limited Liability Company with the Missouri Secretary of State to register your company in Missouri. The form may be downloaded on the SOS website.
To complete the application, you must give the same information that you would provide to register an LLC in your home state. However, since each state is different, there may be materials that Missouri requires that you did not need to submit when you initially formed your LLC. More precisely, you must give the following information for your Missouri application:
if different, the name under which your LLC will do business in Missouri, including a needed suffix such as “limited liability company” or “LLC”
the name of the state in which your LLC is created the date your LLC was formed the objective of your LLC or the broad nature of the business it intends to conduct in Missouri
the name and street location of your Missouri LLC’s registered agent
a current certificate of good standing or certificate of existence from the secretary of state or other similar official in the state where your LLC was organized if your LLC is a series LLC, information about the series, including required attachments, and an authorizer
The certificate of good standing, certificate of existence, or comparable document you provide with your application must be dated within 60 days of the day you file your application. The filing cost is one hundred dollars.
What Happens If You Don’t Register?
If your LLC does business in Missouri without being registered, you will face a $1,000 fine. Furthermore, your LLC will be unable to file a case in the state. However, not being registered does not render any of your LLC’s contracts null and void or prevent your LLC from defending a lawsuit in Missouri. Furthermore, members of your LLC are not accountable for the LLC’s debts, obligations, or liabilities just because they conducted business in Missouri without being registered.
Forming a Foreign Corporation
The regulations and standards for international qualifying in Missouri are identical whether your company is structured as a corporation rather than an LLC. You must, however, submit a separate application, Application for Certificate of Authority for a Foreign For-Profit Corporation. For paperwork, information, and filing requirements for forming a foreign company in Missouri, see the SOS website.