Missouri Foreign LLC Registration (How-to Guide)

Ready to expand your business to Missouri? This Missouri Foreign LLC registration guide will walk you through the essential steps, from appointing a registered agent to filing the necessary paperwork.

Let’s get started!

Missouri Foreign LLC Requirements

1. Missouri Registered Agent

You must appoint a local registered agent to operate your foreign LLC in Missouri. This individual or service will handle legal documents and official notices for your business. The registered agent must have a physical address in Missouri and be available during regular business hours.

For convenience and reliability, I recommend hiring a registered agent service provider. They will receive all official documents and legal papers on your behalf and forward them to you, ensuring that you stay informed and compliant with state regulations.

2. Certificate of Good Standing

Before registering your foreign LLC in Missouri, you’ll need a Certificate of Good Standing from your LLC’s home state. This document verifies that your business complies with the regulations where it was originally formed.

You can obtain this certificate from the Secretary of State or an equivalent office in your home state. The Certificate of Good Standing helps Missouri authorities confirm that your LLC is properly registered and authorized to operate.

3. Application for Registration of a Foreign LLC

The next step is to file the Missouri Application for Registration of a Foreign Limited Liability Company with the Missouri Secretary of State.

This application requires the following information:

• Legal Name of the LLC: The official name under which your LLC is registered.
• State of Formation: The state where your LLC was initially formed.
• Principal Office Address: The main address where your LLC conducts business.
• Missouri Registered Agent: The name and address of your appointed agent in Missouri.

The filing fee for this application is $105, plus an additional 2.15% fee if paying by credit card. Submitting this application officially registers your LLC to do business in Missouri.

You can submit your application online, by mail, or in person using the following address:

Corporations Division
PO Box 778
600 W. Main St., Rm. 322
Jefferson City, MO 65102

4. Business Licenses (optional)

Depending on the nature of your business, you may need to obtain specific licenses and permits to operate legally in Missouri. The type of license or permit you need will depend on your industry and the location of your business.

How to Form a Foreign LLC in Missouri State

Step 1. Selecting Your Business Name (new or existing)

Before registering your foreign LLC in Missouri, verify that your LLC’s name is available and complies with Missouri’s naming requirements. You can search the Missouri Secretary of State’s business name database here to see if your preferred name has already been taken.

When selecting a new name, consider a distinctive and memorable option that reflects your business’s identity and aligns with your branding strategy. If the name you want is unavailable, you may need to choose a different name or register a fictitious one in Missouri.

Step 2. Appointing a Missouri Registered Agent (I use Northwest)

Designate a registered agent with a physical address in Missouri. This agent will handle legal documents and state notices on behalf of your LLC.

The registered agent must be available during regular business hours to promptly ensure you receive all important communications.

I highly recommend Northwest Registered Agent for this role because they offer several invaluable benefits.

Check out my honest review and experience with Northwest Agent.

Step 3. Obtain a Certificate of Good Standing

Obtain a Certificate of Good Standing from the state where your LLC was initially formed. This certificate confirms that your LLC is in good standing and compliant with the regulations of its home state. You can request this document from the Secretary of State or a similar office in your LLC’s home state.

Step 4. Complete the Application for Registration of a Foreign LLC

To register your foreign LLC in Missouri, complete the Missouri Application for Registration of a Foreign Limited Liability Company. This form requires the following information:

• Your LLC’s legal name
• A new name your LLC will use in Missouri if its original name is not available
• The state where your LLC was initially formed and the date of formation
• The type of business or purpose of your LLC in Missouri
• The name and physical address of your Missouri registered agent
• The address of your LLC’s principal office in its home state
• Information about any series if your LLC is a Missouri series LLC, along with a completed Form LLC 4A for each series
• The signature of an authorized LLC member or manager

Ensure you accurately provide all the required details to complete the registration process.

Missouri charges $105 to file your application. If you pay by credit card, there’s an extra 2.15% fee, or a $0.50 fee if you pay by eCheck. To avoid extra charges, you can file by mail or in person and pay with a paper check to the “Missouri Secretary of State.”

Step 5. Receive your Certificate of Verification

The Missouri Secretary of State will process your application after you submit your Application for Registration of a Foreign LLC. Once it’s approved, you’ll receive a Certificate of Verification. This certificate confirms that your foreign LLC is officially registered and authorized to do business in Missouri.

How long does this take?

Missouri Foreign LLC processes online and in-person filings on the same day they are submitted. However, mailed filings can take up to 30 business days to process. There is no option for expedited service.

Registration Fee – How Much Does a Foreign LLC in Missouri Cost?

To register a foreign LLC in Missouri, you must pay a filing fee of $105. This fee covers the processing of your application. If you choose to pay by credit card, there is an additional 2.15% fee on top of the $105. If you pay by eCheck, there is a $0.50 fee.

To avoid these extra charges, you can file your application by mail or in person and pay with a paper check. The check should be sent to the “Missouri Secretary of State.”

The processing times vary: online and in-person filings are processed the same day, while mailed filings can take up to 30 business days. Unfortunately, Missouri does not offer expedited processing options.

When registering your LLC, you must choose a registered agent with a physical address in Missouri to handle legal documents. This service usually costs between $200 and $1,000. However, I suggest finding a registered agent that charges less than $100. For more information, click here. For more details, click here.

Do I need to file Missouri Articles of Organization for my foreign LLC?

You do not need to file Missouri Articles of Organization for your foreign LLC. Instead, you should file the Application for Foreign Limited Liability Company Registration. This form is used to register your LLC to do business in Missouri rather than create a new LLC. The Articles of Organization are used to form a new LLC, not to register a foreign LLC.

How are Foreign Entity LLCs in Missouri taxed?

Foreign LLCs in Missouri are taxed similarly to domestic LLCs. By default, LLCs are treated as pass-through entities for tax purposes. This means that the LLC itself does not pay income taxes. Instead, any profits or losses from the LLC pass through to its members, who then report them on their tax returns.

Here’s a more detailed breakdown:

• Pass-Through Taxation: LLCs are treated as pass-through entities by default. This means the LLC itself does not pay income taxes. Instead, profits and losses pass through to the members, who report them on their tax returns.
• Self-Employment Taxes: LLC members must pay self-employment taxes on their share of the LLC’s profits. This tax rate is 15.3%, which includes 12.4% for Social Security and 2.9% for Medicare.
• S-Corp and C-Corp Election: If the LLC opts to be taxed as an S-corporation or C-corporation, it must file the appropriate forms with the IRS. An S-corporation provides pass-through taxation but can offer savings on self-employment taxes. A C-corporation is taxed separately, meaning the LLC pays taxes on its profits, and members are taxed again on any dividends they receive.
• State-Specific Requirements: Depending on their business activities, foreign LLCs in Missouri may have additional state tax obligations, such as filing annual reports or paying sales tax.

Consulting with a tax professional can help you understand and meet all tax obligations for your foreign LLC in Missouri.

FAQs on Missouri Foreign LLC Registration

Can I Be My Registered Agent for My Missouri LLC?

Yes, you can act as your registered agent for your Missouri LLC, but there are some requirements. The registered agent must have a physical address in Missouri where they can receive legal documents during regular business hours. If you’re not based in Missouri or prefer not to handle these responsibilities, hiring a registered agent service can ensure you meet the legal requirements and avoid missing important documents.

Why Hire a Missouri Registered Agent Service?

Hiring a registered agent service in Missouri offers several advantages. A registered agent service will:

• Provide a physical address in Missouri, ensuring you meet the state’s requirement for receiving legal documents.
• Handle the receipt and forwarding of important legal and tax documents, which helps keep your business compliant.
• Offer privacy by using their address instead of yours, which keeps your address off public records.
• Ensure you receive notifications promptly, reducing the risk of missing deadlines or legal notices.

How Can I Withdraw My Missouri Foreign LLC?

To withdraw your foreign LLC from Missouri, you must file Articles of Cancellation of a Foreign Limited Liability Company with the Missouri Secretary of State. This document formally ends your LLC’s authority to do business in the state.

Is a Physical Presence Required in Missouri to Form an LLC as a Foreigner?

No, a physical presence in Missouri is not required to form an LLC as a foreigner. You can register a foreign LLC in Missouri without being physically present. However, you must appoint a registered agent with a physical address in Missouri to handle legal documents and official correspondence.

How Do I Amend a Foreign LLC in Missouri?

To amend your foreign LLC in Missouri, you must file an “Amendment to Application for Registration” with the Missouri Secretary of State. This form updates the information initially provided in your registration, such as changes to your LLC’s name, registered agent, or business address.

What Does It Mean to Do Business in Missouri?

“Doing business” in Missouri generally means engaging in activities with a significant economic presence in the state. This can include having a physical location, such as an office or warehouse, selling or providing services in Missouri, applying for state or local business licenses, or employing workers there. If your LLC engages in any of these activities, it is likely required to register as a foreign LLC in Missouri.

Does a Foreign LLC Have to File an Annual Report in Missouri?

No, Missouri is one of the few states where LLCs don’t need to file annual reports.