How to get Foreign Qualification in Missouri (2022)

Do you own a limited liability company (LLC) created in a state other than Missouri, but you want to expand your business to the Show-Me State? If so, you’ll need to qualify your foreign LLC in order to transact business in Missouri.

What is a foreign qualification and how do foreign LLCs function within the state of Missouri? In this guide, we’ll answer these questions and more.

What Is a Foreign Qualification?

A foreign qualification enables your limited liability company to do business in the state of Missouri. It doesn’t matter which state you originally formed your business in ― or in other words, the state your domestic LLC is located in ― as the qualification process to register a foreign LLC in Missouri is the same regardless of where your domestic LLC is based.

The confusion surrounding foreign qualification usually centers on what it means to “do business” in a state outside of your primary state. This gets especially problematic considering some states don’t strictly define what it means to transact business in that state. Missouri state law does not define “doing business” in the state.

What Qualifies as ‘Doing Business’ in Missouri

Without a set definition, the qualifications for “doing business” are determined on a case-by-case basis. However, in general, you’ll need to form a foreign LLC in Missouri if your business pursues any of the following activities in this state:

• Having a commercial domicile in the state
• Having one or more individuals performing services in the state
• Directing activities at Missouri customers for the purpose of selling them goods or services
• Deriving income from, or attributable to, sources within this state

What Does NOT Qualify as ‘Doing Business’ in Missouri

Meanwhile, according to Missouri state law, the following activities are not considered to be “doing business” and you do not need to qualify a foreign LLC to pursue them:

• “Maintaining, defending, or settling any proceeding;
• Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;
• Maintaining bank accounts;
• Maintaining offices or agencies for the transfer, exchange, and registration of the corporation’s own securities or maintaining trustees or depositories with respect to those securities;
• Creating or acquiring indebtedness, mortgages, and security interests in real or personal property;
• Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;
• Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature;
• Transacting business in interstate commerce.”

How to Get Foreign Qualification in Missouri

If you want to foreign qualify your LLC in Missouri, you’ll need to file an Application for Registration of a Foreign Limited Liability Company with the Missouri Secretary of State. The information required in the Certificate of Authority includes:

• Your company’s name
• The state where the domestic LLC is located
• The purpose of your business
• The name and address of your Missouri registered agent
• A return address
• The signature of an authorized agent

The forms and check can be sent to the Secretary of State at the following address:

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

For additional assistance, you can consult this step-by-step guide provided by the Missouri Secretary of State.

Filing Fee: $105, with the check made payable to the “State of Missouri.”

What Is the Penalty for Not Getting Foreign Qualification in Missouri?

There are two major penalties for failing to qualify a foreign LLC in Missouri. First, your business could be liable for penalties of at least $1,000. Potentially more damaging is the second penalty: your business will not be allowed to maintain a proceeding in the Missouri court system. This can be particularly problematic if a third party neglects to uphold their end of an agreement with your business.

Should I Hire a Business Service Provider to File My Missouri Foreign Qualification?

If you don’t want to handle your foreign qualification on your own, you have options. Some entrepreneurs choose to hire a lawyer to prepare and file their Certificate of Authority, which can be a good option if you’re concerned about getting the job done right. However, attorney’s fees can be quite expensive.

The other option is to hire a business service provider like Incfile or ZenBusiness to register your foreign LLC with the state of Missouri.

These companies can typically get your foreign qualification done for a fraction of the price of an attorney. This is our preferred route if you don’t want to go with the DIY option.

Conclusion

The process for getting foreign qualification in the state of Missouri is pretty straightforward, and the Secretary of State’s website provides a great deal of useful information for foreign businesses. In addition, Missouri’s rules and regulations regarding which LLCs need to foreign qualify are considerably looser than many states, especially for businesses conducting interstate commerce. Still, this isn’t a process that can be ignored, because the penalties for not qualifying a foreign LLC in Missouri can be severe.

We hope this article managed to answer your questions about obtaining a Missouri foreign qualification, and we wish you a prosperous business future!