Missouri: Corporation Reinstatement and Revival Requirements

Requirements one by one

Confirm the corporation was administratively dissolved

Mo. Rev. Stat. § 351.484 lists eleven grounds. They include specified franchise,
income, withholding, sales, and use-tax defaults; a registration report 90 days
late; a 30-day agent or office default; expiration of stated duration; fraud in
procuring the franchise; and continued abuse of authority or criminal-law
violations after demand.

Under § 351.486, the Secretary serves written notice. The corporation has 60
days after service is perfected by posting with the Postal Service to cure each
ground or show it does not exist. Until reinstatement, corporate business is
limited to winding up, liquidation, and claimant notices.

Treat § 351.488 as an open reinstatement route

Current § 351.488 says a corporation dissolved under § 351.486 “may apply” for
reinstatement and states no fixed outside deadline. Eligibility still depends on
using this administrative-dissolution route and satisfying every application,
clearance, name, and payment requirement.

The Secretary's FAQ calls the requested materials a rescission packet. The
packet can be ordered online and emailed to the requester; it is not listed as a
general public PDF on the forms page.

Complete the application and dual-liability clearance

The application recites the corporate name and dissolution effective date,
states that each ground did not exist or was eliminated, and confirms that the
name satisfies § 351.110.

The Department of Revenue certificate must cover all corporate taxes and all
liabilities determined by the Division of Employment Security. The statute
permits payment-plan alternatives: a Revenue plan for Revenue liabilities and a
Department of Labor and Industrial Relations Division of Employment Security
plan for those employment-security liabilities.

Pay reports, arrears, and the $50 filing charge

Section 351.488 requires $50 plus every delinquent fee, penalty, and charge that
accrued. A report-based dissolution therefore includes the missing corporate
registration reports and their charges.

Mo. Rev. Stat. § 351.125 lists $40 for a paper report or $15 for an electronic
report, with a $15 late fee for each 30-day period. Entity-specific tax,
employment-security, report, and agent-cure balances remain separate from the
fixed reinstatement fee.

Restore the name and registered-agent record

If the former name was reissued before the reinstatement application, the
corporation may elect a new name that satisfies § 351.110. The replacement must
be approved by appropriate corporate action.

An agent or office ground must also be cured. The Secretary's FAQ says a newly
appointed agent must consent in writing and that the consent accompanies the
statement changing the registered agent.

Use an authorized corporate signer

Mo. Rev. Stat. § 351.046 permits the board chair, president, another officer, or
a court-appointed receiver, trustee, or other fiduciary to execute the filing.
The signer gives a name and capacity.

A seal, secretary attestation, acknowledgment, verification, or proof is
optional. Missouri also permits a facsimile, conformed, or electronically
transmitted signature under Secretary rules. The filing represents that the
signer believes its statements are true and correct, subject to the cited false-
statement penalty.

Request the packet and deliver the completed filing

The application is filed with the Missouri Secretary of State, Corporations
Division. The current FAQ directs the corporation to order the required
rescission forms and information online. Section 351.046 requires delivery to
the Secretary's office with the correct fee or penalty.

The fixed charge is $50 plus arrears. Current § 351.488 and the public FAQ do not
state a separate reinstatement-expedite tier.

Keep the military-service exception narrow

If the corporation missed an annual registration report because of qualifying
military service under § 41.950, the Secretary may waive the subsection 1
reinstatement requirements, including the $50 filing fee, and must waive the
covered penalties or charges.

The exception does not waive the annual registration-report fees for the years
in which no report was filed. It also does not convert nonmilitary defaults into
waiver candidates.

Read relation back beside the inactive-period liability rule

Effective reinstatement relates back to the administrative-dissolution date, and
the corporation resumes business as if dissolution never occurred. Section
351.488 states no separate third-party-reliance exception.

But § 351.486(3) separately says an officer or director who conducts business
outside permitted winding up while the corporation is dissolved is personally
liable for the obligation incurred. The statutes should be read together; this
survey does not decide how relation back affects a particular inactive-period
liability dispute.

What trips people up

Revenue clearance is broader than a generic “no corporate tax due” letter. The
statute expressly includes Division of Employment Security liabilities and
permits separate payment plans with the responsible agencies.

The military-service rule can waive substantial reinstatement requirements and
charges, but it preserves the missed annual-report fees. Do not treat it as a
blanket waiver of every corporation balance.

Relation back does not make the personal-liability sentence disappear from the
dissolution statute. Anyone evaluating an obligation incurred during the
dissolved period should review both sections and the specific transaction.

Common questions

Is there a reinstatement deadline?

Current § 351.488 states no numeric outside deadline. The corporation must still
qualify under the administrative-dissolution route and complete the current
rescission packet.

Can the corporation reinstate under a different name?

Yes. If the old name was reissued, the corporation may use a compliant new name
approved through appropriate corporate action.

Is the filing charge always only $50?

No. Fifty dollars is the fixed reinstatement fee. Delinquent reports, taxes,
employment-security liabilities, penalties, and other charges can add to the
total.

Statutes and sources

• Mo. Rev. Stat. § 351.484 — administrative-dissolution grounds (accessed 2026-08-17).
• Mo. Rev. Stat. § 351.486 — notice, 60-day cure, wind-up limit, and officer/director liability (accessed 2026-08-17).
• Mo. Rev. Stat. § 351.488 — application, clearance, charge, military waiver, name cure, and relation back (accessed 2026-08-17).
• Mo. Rev. Stat. § 351.046 — filing and signature requirements (accessed 2026-08-17).
• Mo. Rev. Stat. §§ 351.120 and 351.125 — registration-report requirement and charges (accessed 2026-08-17).
• Missouri Secretary of State corporation FAQ — rescission-packet ordering, tax-clearance instructions, and agent consent (accessed 2026-08-17).