1. Definition of a Foreign LLC
2. Transacting Business in Missouri
3. How to Register as a Foreign LLC

A Missouri foreign LLC registration is required for business owners who have formed an LLC in another state (not a foreign country) to transact business in Missouri. Business owners who don't register in Missouri and then conduct business there are subject to penalties.

Definition of a Foreign LLC

The way the state of Missouri defines a foreign LLC is an LLC initially created in another state. It has nothing to do with companies from other countries.

Domestic LLCs are defined as businesses created in the same state where they do business. This is common throughout the U.S. For example, an LLC created in South Carolina is a domestic LLC in that state and a foreign LLC in North Carolina.

Transacting Business in Missouri

If you're “transacting business” in Missouri, the state's LLC Act requires you to register your foreign business. This Act doesn't give a strict definition for what “transacting business” means regarding foreign businesses. State laws that govern the collection of state sales tax give some guidance regarding this, however. 

For a business to be able to collect sales tax from a state's residents, that company must have a physical presence, or nexus, in the state. A nexus is synonymous with having a physical presence, and the terms can mean that a business has any of the following in the state: 

  • Warehouse 
  • Store 
  • Sales representative 
  • Office

Some exceptions will apply. For example, when it comes to issues like Internet sales, things become more complicated. Generally, however, you'll have to register your company as a foreign LLC if you have a storefront, warehouse, office, or employees in another state.

Like many states, Missouri outlines certain activities that aren't considered transacting business, such as the following: 

  • Carrying on internal business affairs, like manager or member meetings 
  • Settling or defending lawsuits 
  • Having bank accounts 
  • Collecting or securing debts 
  • Borrowing money or creating mortgages, debts, or liens on real estate or personal property 
  • Dealing in interstate commerce 
  • Conducting a one-time transaction that's done in 30 days or less (i.e., not repeated/multiple transactions)

How to Register as a Foreign LLC

To register as a foreign LLC in Missouri, you'll file an application with the Secretary of State. You'll provide pretty much the same information you gave when you formed your LLC in your own state. Because every state does things a little differently, however, you may have to list some items on your Missouri application that you didn't have to list before. 

When you register in Missouri, you'll provide the following: 

  • Your LLC's name or the name under which your company will do business in the state, including the designator at the end, such as LLC or limited liability company
  • The state where your LLC is formed 
  • The formation date 
  • Your LLC's purpose or the type of business it is 
  • Your registered agent's name and address in Missouri 
  • The registered office address in your LLC's home state or principal office address 
  • Certificate of existence or certificate of good standing from your LLC's home state
  • Information on your LLC's series (optional)
  • An authorized signature

The following must be dated within 60 days of your application: 

  • Certificate of existence 
  • Certificate of good standing 
  • An equivalent document

It costs $100 to file your application.

If you go ahead and transact business in Missouri without first registering your company, you can be subject for penalties that start at $1,000. In addition, your LLC will be prohibited from bringing a lawsuit in Missouri. However, failing to register doesn't stop you from defending a lawsuit in the state or invalidate any of your contracts. Your LLC members won't be held liable for obligations, debts, or liabilities just because it transacted business in the state without registering. 

The rules and guidelines for foreign corporations are similar to the ones for foreign LLCs.

If you've already formed an LLC, registering to transact business in another state isn't difficult, and it's likely very similar to the process you followed when you initially created your company. It's best to register as soon as possible and before conducting business so that you're not violating the law in whatever state you wish to do business in.

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