If you own a business that was created in a state other than Missouri, you will need to qualify or register that business in Missouri if you want to do business there. Here is an overview of the rules on how to qualify your foreign (non-Missouri) limited liability company (LLC) to do business in Missouri.
For Missouri purposes, if your LLC is formed in another state, then it is known as a foreign LLC in Missouri. In other words, foreign doesn’t mean from another country. Instead, it means your business was organized under the laws of another state. A domestic LLC, on the other hand, is one that is formed in the state where it is doing business. This is common usage throughout the United States. For example, an LLC formed in North Dakota is a foreign LLC in South Dakota.
According to Missouri’s LLC Act, you are required to register your foreign company with the state of Missouri if you are “transacting business” in Missouri. What does this mean? Well, like most states, Missouri’s LLC Act does not specifically define what the phrase “transacting business” means in relation to foreign registrations.
However, state laws governing when foreign companies must collect state sales tax in their state provide some guidance on the issue. Under these laws, a business must have a physical presence in—or nexus with—the state in order to be required to collect state sales tax on sales to that state’s residents. Generally speaking, physical presence and nexus are synonymous, and mean having:
Certain exceptions may apply and the rules get more complicated with things like Internet sales. Nevertheless, in general, if you have an office, a store, a warehouse, or employees in another state, you will need to qualify your LLC as a foreign company in that state. For more details, including some possible distinctions between physical presence and nexus, check Nolo’s articles on Internet Sales Tax: A 50-State Guide to State Laws.
Like most states, Missouri’s LLC Act specifies certain activities that do not constitute transacting business in the state. The items listed include:
For the actual legal description of each of these items, check Section 347.163.5 of the Revised Statutes of Missouri. If your LLC’s only activity in Missouri is one or more of the listed items, you should not need to register with the state.
To register your business in Missouri, you must file an Application for Registration of a Foreign Limited Liability Company with the Missouri Secretary of State (SOS). You can download a copy of the form from the SOS website.
To complete the application, you must provide more or less the same information that you need to create an LLC in your home state. However, since every state is a little different, there may be items that Missouri asks for that you did not need to provide when you first organized your LLC. More specifically, for your Missouri application, you need to provide:
The certificate of good standing, certificate of existence, or equivalent document that you include with your application should be dated within 60 days of your application filing date. The filing fee is $100.
If your LLC transacts business in Missouri without being registered, it will be subject to a minimum penalty of $1,000. Moreover, your LLC will not be allowed to bring a lawsuit in the state. However, not being registered does not invalidate any of your LLC’s contracts or stop your LLC from defending a lawsuit in Missouri. Also, members of your LLC are not liable for the LLC’s debts, obligations, or liabilities solely because of having transacted business in Missouri without registration.
If your business is organized as a corporation rather than an LLC, the rules and requirements for foreign qualification in Missouri are similar. You will, however, have to use a different application form, Application for Certificate of Authority For a Foreign For-Profit Corporation. See the SOS website for forms, information, and filing instructions for registering a foreign corporation in Missouri.