Foreign Qualification Application - Preparation Worksheet - Missouri

MISSOURI FOREIGN CORPORATION / FOREIGN LLC QUALIFICATION WORKSHEET

This worksheet prepares information for the Missouri Secretary of State's current foreign-entity forms. It is not a substitute for the official form. Select one entity track; foreign corporations and foreign limited liability companies use different statutes, forms, reporting rules, and exit filings.

1. CURRENT FILING SUMMARY

Use the Secretary of State's current form and fee schedule on the filing date.

2. AUTHORITY ANALYSIS

2.1 Foreign corporation

Mo. Rev. Stat. § 351.572 requires a foreign corporation to obtain a certificate of authority before transacting business in Missouri. Activities that, standing alone, do not constitute transacting business include litigation; internal corporate meetings; maintaining bank, securities-transfer, trustee, or depository functions; creating or acquiring debt and security interests; collecting debts or enforcing security interests; an isolated transaction completed within 30 days and outside repeated similar transactions; and interstate commerce. The statutory list is not exhaustive.

2.2 Foreign LLC

Mo. Rev. Stat. § 347.163 requires a foreign LLC to register before transacting business in Missouri and lists safe-harbor activities, including litigation and dispute resolution, internal affairs, maintaining bank accounts, borrowing or creating debt and security interests, collecting debts or enforcing security interests, an isolated transaction completed within 30 days outside repeated similar transactions, and interstate commerce.

These qualification safe harbors do not decide tax, licensing, employment, or other regulatory obligations.

2.3 Applicant determination

☐ Foreign for-profit corporation — complete Sections 3, 5, 6, 7, and 8.

☐ Foreign LLC — complete Sections 4, 5, 6, 7, and 8.

☐ Activities may fall entirely within a statutory safe harbor; Missouri counsel has confirmed whether qualification is required.

3. FOREIGN CORPORATION — CORP. 42 PREPARATION

Mo. Rev. Stat. § 351.576 requires the corporate name, home jurisdiction, incorporation date and duration, principal-office street address, Missouri registered agent and office, and current directors' and officers' names and usual business addresses. Current Corp. 42 also requests the corporation's specific Missouri purpose.

3.1 Corporation name

If the legal name does not satisfy Missouri requirements, Mo. Rev. Stat. § 351.584 permits the corporation to add an authorized corporate identifier or use a distinguishable fictitious name adopted by a board resolution certified by the corporate secretary. Do not substitute a separate generic fictitious-name filing for the resolution required by § 351.584.

3.2 Attachment, effective date, and signature

Attach the original home-jurisdiction certificate of good standing or existence, no more than 60 days old. A future effective date may not be more than 90 days after filing. Corp. 42 must be signed by an officer or board chair identified in the officers-and-directors section. The current form does not require notarization.

4. FOREIGN LLC — LLC-4 PREPARATION

Mo. Rev. Stat. § 347.153 and current LLC-4 require the foreign LLC's name, home jurisdiction and organization date, Missouri purpose or general business character, Missouri registered agent and physical office, and the required home-jurisdiction office or, if none is required, the principal office.

4.1 LLC name, attachment, series, and signature

Under Mo. Rev. Stat. § 347.157, a foreign LLC whose legal name is unavailable may register under a different name that satisfies Missouri law. Attach a current home-jurisdiction certificate of good standing or existence dated within 60 days. If registering designated series, complete LLC-4's optional series section and a separate LLC-4A for each series. LLC-4 may be signed by a member, manager, or authorized agent.

5. FEES AND SUBMISSION

The Secretary of State's current schedule includes the applicable technology fee in these totals. Electronic payments may incur a separate convenience fee.

Mail filings to Corporations Division, P.O. Box 778, Jefferson City, MO 65102. For delivery requiring a physical address, use 600 West Main Street, Room 322, Jefferson City, MO 65101.

6. ONGOING MAINTENANCE

6.1 Corporation registration reports

Under Mo. Rev. Stat. § 351.120, a newly qualified foreign corporation files its initial corporate registration report within 30 days after qualification. Later reports are due in the corporation's qualification month unless the filing month is properly changed. The report states the corporate name, registered agent and Missouri physical address, officers' and directors' names and addresses, and principal-business or headquarters mailing address.

The corporation files annually unless it elects the biennial option under § 351.122. An even-year qualifier may use biennial filing only in even-numbered years, and an odd-year qualifier only in odd-numbered years.

6.2 Corporation changes

Mo. Rev. Stat. § 351.578 requires amended authority when the corporation changes its name, duration, or jurisdiction of incorporation. Current Corp. 43 requires a supporting authenticated certificate less than 60 days old, permits a future effective date no more than 90 days after filing, and carries a $25 fee. The statute does not impose a blanket 30-day amended-authority deadline for every charter change.

Maintain the registered agent and Missouri registered office and make any required change filing promptly. Do not rely on the corporate registration report to delay a change that must be separately reported.

6.3 LLC maintenance

Maintain the Missouri registered agent and physical registered office shown in the registration. The current Chapter 347 forms and fee schedule do not list an annual registration report for an ordinary Missouri or foreign LLC. Series and other specialized structures may require additional filings.

7. CANCELLATION, REVOCATION, AND WITHDRAWAL

7.1 Corporation revocation

Mo. Rev. Stat. §§ 351.598 and 351.602 permit revocation for specified defaults, including a corporate registration report more than 30 days late, certain final tax assessments, a registered-agent or registered-office lapse lasting 30 days, an unreported agent or office change, a knowingly material false filing, or home-jurisdiction dissolution or merger. After service of the statutory notice, the corporation generally has 60 days to correct or disprove the grounds before revocation.

7.2 LLC administrative cancellation

Mo. Rev. Stat. § 347.183 authorizes administrative cancellation for specified Chapter 347 failures, including missing required filings, failure to maintain a registered agent, unpaid filing fees, fraudulent or false filings, or specified criminal-law violations. The Secretary of State gives written notice 30 days before cancellation; the LLC may cure, provide corrective information, or timely seek circuit-court review.

7.3 Corporation withdrawal

Use Corp. 48 after the corporation is no longer transacting business in Missouri. Mo. Rev. Stat. § 351.596 requires surrender of authority, revocation of the registered agent, consent to service through the Secretary of State for claims arising during the authorization period, a forwarding address, and a commitment to update that address for five years. The current form requires a Missouri Department of Revenue certificate of tax clearance and a $25 fee.

7.4 LLC cancellation

Use LLC-8 to cancel the foreign LLC's Missouri registration under Mo. Rev. Stat. § 347.161. The filing supplies the Missouri and home-jurisdiction names, home jurisdiction, and an address for service of process. Cancellation does not eliminate the Secretary of State's statutory process authority for claims arising from the LLC's prior Missouri business.

8. CONSEQUENCES OF TRANSACTING WITHOUT AUTHORITY

For a foreign corporation, Mo. Rev. Stat. § 351.574 bars maintenance of a Missouri court proceeding until authority is obtained and imposes a fine of not less than $1,000. Failure to qualify does not invalidate corporate acts or contracts and does not prevent the corporation from defending a proceeding.

For a foreign LLC, Mo. Rev. Stat. § 347.163 likewise bars maintenance of a Missouri action while unregistered and imposes a fine of not less than $1,000. The LLC's contracts remain valid, it may defend an action, and a member is not personally liable solely because the LLC transacted business without registration.

9. FILING CHECKLIST

☐ Correct entity track selected.

☐ Qualification need evaluated under § 351.572 or § 347.163.

☐ Current official Secretary of State form downloaded immediately before filing.

☐ Missouri name availability and any alternate-name requirements checked.

☐ Missouri registered agent and physical registered-office address confirmed.

☐ Home-jurisdiction certificate obtained within the 60-day form window.

☐ All entity-specific official-form fields completed.

☐ Correct authorized signer executed the official form.

☐ Correct current fee and delivery method selected.

☐ Corporation only: initial report calendar set for 30 days after qualification and recurring report month selected.

☐ Exit filing used only after confirming business has ceased and all required tax-clearance steps are complete.

10. OFFICIAL SOURCES

• Missouri Secretary of State — Corporations Forms: https://www.sos.mo.gov/business/corporations/forms
• Corp. 42 — Foreign For-Profit Corporation Application: https://www.sos.mo.gov/CMSImages/Business/corp42.pdf?v=2025
• Corp. 43 — Amended Authority: https://www.sos.mo.gov/CMSImages/Business/corp43.pdf?v=2
• Corp. 48 — Withdrawal of Foreign Corporation: https://www.sos.mo.gov/CMSImages/Business/corp48.pdf?v=2025
• LLC-4 — Foreign LLC Registration: https://www.sos.mo.gov/CMSImages/Business/llc4.pdf?v=2
• LLC-8 — Foreign LLC Cancellation: https://www.sos.mo.gov/CMSImages/Business/llc8.pdf?v=2
• Missouri Secretary of State — Fee Schedule: https://www.sos.mo.gov/CMSImages/Business/fees.pdf
• Missouri Revisor — Chapter 351: https://revisor.mo.gov/main/OneChapter.aspx?chapter=351
• Missouri Revisor — Chapter 347: https://revisor.mo.gov/main/OneChapter.aspx?chapter=347