Corporation Reinstatement and Revival Requirements in Missouri

At a glance

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).