Form a Foreign LLC in Missouri – Application for Registration of a Foreign Limited Liability Company

The Missouri Application for Registration of a Foreign Limited Liability Company must be submitted to the Missouri Secretary of State so that a Limited Liability Company formed out of state may be approved to conduct business in Missouri. The Missouri Secretary of State will require that a Certificate of Good Standing or a Certificate of Existence, issued within 60 days of the Application Date, accompany the Missouri Application for Registration of a Foreign Limited Liability Company. This Certificate may only be obtained directly from the Secretary of State, Custodian of Records, or comparable governing entity of the applying Limited Liability Company home jurisdiction.

The Filing Fee for the Missouri Application for Registration of a Foreign Limited Liability Company is $105.00. This application and any attachments required may be filed with the Missouri Secretary of State by mail or online. If filing online, you must obtain an account with the Missouri Secretary of State Corporations Division website here: . You may pay for the filing online with a credit card or e-check. If you are filing by mail, you must pay with a check or money order made payable to “Secretary of State.”

How To File Online

Step 1 – Open the Missouri Secretary of State Corporations Online Portal by clicking here: https://bsd.sos.mo.gov/LoginWelcome.aspx?lobID=1&ReturnURL=~%2fBusinessEntity%2fBEShoppingCart.aspx. In the section labeled “My Account,” type in your User Name in the “User ID” field. Then in the field labeled Password,” enter your password. Once this is done select the “Login” link below this.

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Step 2 – Under the heading “LLC Filings,” select the link labeled “Create LLC.”

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Step 3 – In the “Create a New Entity” tab, choose “Limited Liability Company” from the drop down list provided in the field labeled “Type.” Then in the field labeled “Domestic or Foreign,” select “Foreign.” When you are done, select the button labeled “Begin.”

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Step 4 – In the field labeled “Name,” report the True Name of the foreign Limited Liability Company as it is known in the record books of its home jurisdiction. When you have done this select the button labeled “Next: Name in MO.”

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Step 5 – This next page will give you the option of either claiming a Name Reservation you have previously made by entering your Reservation Number in the field labeled “Name Reservation Number.” If you have not reserved a Name, then enter the True Name of the Limited Liability Company as it was entered on the previous screen in the field labeled “Name.” If this Name is unavailable, you will be promted to enter a Fictitious Name in the “Name” field. If you must enter a Fictitious Name make sure it is unique and has the appropriate Business Suffix (i.e. “Limited Liability Company,” “Limited Company,” “LLC,” etc.). The system will check to make sure if the Name is unique, if it is not you will be promted to enter another Name. When you have entered a Name to be unique or your Name Reservation Number, select the button labeled “Next: General Info.”

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Step 6 – The “General Information” page will require several pieces of information regarding the foreign Limited Liability Company. First, locate the words “Country & State of Inc.,” then use the drop down list, in the first field, to select the Country where the foreign Limited Liability Company formed and operates then, in the second field, select the City the foreign Limited Liability Company formed and operates in.

Step 7 – The second line requires the “Formation Date” to be entered. This is the Date the foreign Limited Liability Company was officially formed in its home jurisdiction.

Step 8 – Locate the word “Duration” on the third line. The drop down field here will seek to define the foreign Limited Liability Company’s intended lifespan. That is, report if it intends to dissolve or will it intends to operate indefinitely. If the Limited Liability Company has no intention of dissolving select “Perpetual.” If it intends to dissolve on a certain Date then select “Date” and report the Dissolution Date in the field that generates on the right. If the foreign Limited Liability Company intends to dissolve when or if a specific event occurs, then select “Free Form” and report the event in the field that generates on the right of this one.

Step 9 – The next section contains a text box labeled “Purpose.” Report the reason why the foreign Limited Liability Company wishes to operate as well as how it will transact business in the State of Missouri.

Step 10 – The “Future Effective Date” field allows you the opportunity to choose a specific Effective Date for this filing. Thus if the foreign Limited Liability Company wishes the Date this form goes into Effect to be separate from the Filing Date, then enter the desired Effective Date in the field provided. This may only be a date after the Filing Date and within 90 Days of the Filing Date. If the foreign Limited Liability Company wishes the Effective Date to be the same Date as the Filing Date, then leave this field blank.

Step 11 – If the foreign Limited Liability Company is a Series Limited Liability Company, then you must attach a completed Form 4A. You may do this by selecting the box labeled “Series LLC” then, using the “Choose File” and “Upload” buttons to attach the completed form to this filing. If this is not a Series Limited Liability Company, then you may leave this blank. When you are ready, select the button labeled “Next: Reg. Agent.”

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Step 12 – The next screen will be the “Registered Agent” page. This is where you must document the Full Name and Complete Address of the Missouri Registered Agent who has consented to receive official notices and court procedures on behalf of the foreign Limited Liability Company. To begin, select the first radio button (“Reg. Agent individual”) if the Missouri Registered Agent is a person. If the Missouri Registered Agent is a business then select the second radio button (“Reg. Agent is Organization”).

Step 13 – Enter the Full Name of the Missouri Registered Agent utilizing the “First Name,” “Middle Name,” and “Last Name” fields.

Step 14 – The Physical Location of the Missouri Registered Agent must be reported. You may either enter this information manually or search the Missouri Secretary of State’s Database for the Registered Agent obtained by the foreign Limited Liability Company. For our purposes, select the button labeled “I do not want to Search.” Several fields will be generated.

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Step 15 – The fields labeled “Address Line 1,” “Address Line 2,” and “Address Line 3” fields are provided so that you may report the Complete Street Address of the Missouri Registered Agent’s Physical Location. Only “Address Line 1” is required however all three fields are available for long Addresses. Next, enter the City and Zip Code of the Missour Registered Agent’s Registered Office. Note that State is auto populated with “MO.” This is because Missouri Registered Agents are required to maintain a Physical Address in the State of Missouri. When you have entered this information, select the button labeled “Save Reg. Agent.”

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Step 16 – This screen displays the Missouri Registered Agent information you have provided. You may edit this informatio or delete it altogethere with the use of the “Update” and “Delete” buttons. When you are sure this information has been entered correctly, select the button labeled “Next: Address.”

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Step 17 – The “Address” page requires the Address of the foreign Limited Liability Company’s Registered Office in its home jurisdiction. If this is not required by the governing body in the filing entity’s home state, then enter the Physical Address of the foreign Limited Liability Company’s Principal Office. There will be three fields provided to report the Building Number, Street, and any applicable Unit Number. If this may all fit in one field, enter it in “Address Line 1.” If this is not enough room, you may continue it in “Address Line 2” and, if necessary, “Address Line 3.” You will also need to report the City, State, and Zip Code in the appropriately labeled fields. When you are ready, select the button labeled “Next: Good Standing.”

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Step 18 – All foreign Limited Liability Companies applying for the right to do business in the State of Missouri must provide a Certificate of Good Standing or Certificate of Existence that has been obtained by the Secretary of State of the parent jurisdiction within Sixty Days of the Missouri Secretary of State’s receipt of this online application. Use the “Choose File” button to locate the correct file on your computer. Then, use the “Upload” button to upload the file into the system and attach it to this online form. Once this is done, select the button labeled “Next: Review Filing.”

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Step 19 – This is the “Review” screen. You will be able to look over all the information you have entered on this form at glance. It is strongly recommended that you make sure all the information reported is correct. In the event any entries need to be edited, you may navigate to the section it is in by using the corresponding “Update” button. When you are ready to proceed, select the check box (at the bottom of the page) labeled “I acknowledge…” then, select the button labeled “Next: Signature(s).”

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Step 20 – Select the button labeled “Add Signer.”

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Step 21 – An Authorized Representative of the applying foreign Limited Liability Company must select “Individual” or “Organization” to define what type of entity is providing the Signature. For our purposes, we shall assume an individual is signing this form on behalf of the foreign Limited Liability Company. The Signature Party must then type his or her First Name in the “First Name” field and his or her Last Name in the “Last Name” field. “Middle Name” and “Suffix” are not required but are provided as a matter of convenience. Next, the Signature Party must define in what capacity the Signature Party is acting as (Member, Manager, Organizer, Officer, General Receiver, Limited Receiver, Other, etc.). When you are ready select the button labeled “Save.”

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Step 22 – This page will allow you to review the Signature. If it has been entered correctly, select the button labeled “Next: Shopping Cart.” Otherwise, you may edit or even delete the Signature. You must check the box labeled “In Affirmation thereof…,” in order to proceed to the payment area where you may enter your credit card or e-check information. The minimum Filing Fee which must be covered is $50.00 plus a $1.25 convenience fee.

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How To File by Mail

Download Form

Step 1 – The “Download Form” link above will give you access to the PDF Missouri Application for Registration of a Foreign Limited Liability Company file. You may enter information directly on screen with the use of a PDF program or a form friendly browser. You may also print this form then fill in the information with a typewriter if this software is unavailable.

Step 2 – Report the Full True Name of the foreign Limited Liability Company on the blank line in Item 1. This should be reported and appear precisely as it is on the record books in its home jurisdiction. That is, make sure it matches the Certificate of Existence exactly.

Step 3 – Item 2 is required only if the Full True Name of the foreign Limited Liability Company is already taken or does not comply with the requirements of the Missouri Revised Statutes Chapter 347. If this is the case, the Limited Liability Company will need to Assume a Fictitious Name and this should be reported on the blank line in Item 2. If the foreign Limited Liability Company may use its True Name in the State of Missouri then you may leave this item blank.

Step 4 – Item 3 will require some attention regarding the origins of the foreign Limited Liability Company. In the first blank space enter the State or Jurisdiction where the foreign Limited Liability Company was officially formed. Then enter the Date of Formation on the second blank space in this item.

Step 5 – Define the Purpose of the foreign Limited Liability Company’s business in the State of Missouri using the blank space provided in Item 4.

Step 6 – All Limited Liability Companies (operating as such in the State of Missouri) must gain the consent of a Missouri Registered Agent to receive Official Notices and Court Documents directed at the foreign Limited Liability Company on behalf of the Limited Liability Company. This party must maintain a Registered Office with a Physical Address in the State of Missouri. Report the Full Name of the Missouri Registered Agent on the blank line, above the word “Name,” in Item 5. Next to this, on the same line, report the Registered Agent’s Office location by filling in the Building Number, Street, and Unit Number above the word “Address.” Then, on the blank line labeled “City/State/Zip,” document the City, State, and Zip Code of the Registered Agent’s Address

Step 7 – Item 6 will require the Complete Address of the foreign Limited Liability Company’s Registered Office as it is recorded on the books in its parent state. If the origin jurisdiction does not require the Limited Liability Company to have a Registered Office then, report the foreign Limited Liability Company’s Principal Office Address. The Address reported here may not be a P.O. Box Address.

Step 8 – Item 7 will require you to attach a Certificate of Good Standing or Certificate of Existence. This should be issued by the Secretary of State in the foreign Limited Liability Company’s parent jurisdiction or a comparable governing authority. Additionally, the Certificate of Good Standing or Certificate of Existence must be dated with Sixty Days of the Applicatin Date.

Step 9 – The bottom of this page will have a box labeled “Name and address to return to filed document.” This will be where the filed Missouri Application for Registration of a Foreign Limited Liability Company will be mailed from the Missouri Secretary of State. Use the spaces provided (“Name,” “Address,” “City,” “State,” and Zip Code”) to report the Recipient’s Full Name and Complete Address.

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Step 10 – Item 8 is a conditional item. If the foreign Limited Liability Company has established Designated Series in its Operational Agreements then place a check mark in the first check box. Then, enter the Name of each Series in the space following the words “New Series.” If the Series has Limited Liability then place a mark in the check box next to the words “The limited liability,” located below the Series Designation you are reporting, report eh Name of the Series, then fill out and include Form LLC 4A.

Step 11 – Next, at least one Authorized Limited Liability Company Representative (i.e. Manager, Member, etc.) must Sign his or her Name on one of the blank lines provided above the words “Authorized Signature.” Then, on the same line, Signature Party must Print his or her Name and document the Date this application has been Signed.

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Step 12 – Next, gather all the required attachements, including the Certificate of Good Standing obtained, and organize these documents with the completed Missouri Application for Registration of Foreign Limited Liability Company for submission. You must pay the minimum Filing Fee of $105.00 This may be remitted in the form of a check or money order payable to “Secretary of State.” Once all the documents have been organized and verified, submit the application package and payment to the Missouri Secretary of State.

Mail To:

Secretary of State
Corporations Division
James C. Kirkpatrick State Information Center
PO Box 778
Jefferson City, MO 65102