What is a Foreign LLC in Missouri – Definition and Filing


Steve Bennett
Steve Bennett
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If you have an LLC in Missouri and want to expand your business beyond Missouri, you must form a foreign LLC. Any business, especially a limited liability company, located in other states, starts its operation in Missouri, must file a foreign LLC in Missouri. To do so, every LLC needs to file additional filing documents, along with tax and relevant documents with the Missouri government.

In this article, you’ll be reading about how to start a foreign LLC in Missouri. Along with that, the page guides you through the steps involved in managing and maintaining a foreign LLC in Missouri after you form it.

Forming a Foreign LLC in Missouri

A foreign LLC does not need to be a company from another country but a business formed under the laws of another state. If you register your LLC in one state and operate your business in Missouri, you probably need to register your LLC as a foreign entity here. Imagine, if your family owns a sushi restaurant in Alabama and you want to expand the chain somewhere in Texas, you must establish your restaurant in Texas as a foreign entity.

Anyone who has an active and in good standing LLC anywhere (except for Missouri) and wants to expand their operations in Missouri can file their LLC as a foreign entity. To start a foreign LLC in Missouri, you need to register it with the Missouri Secretary of State. Every state has a different rule for establishing a foreign LLC. Here are the steps to follow in Missouri for registering a foreign LLC.

Note: These are generic steps to file a foreign LLC in Missouri. Make sure to check with the State Secretary of State, before you start filing your business. – LLCBuddy Team

Step 1: Get the Certificate of Good Standing From Home State

llc formation document

Before you proceed to register your LLC in Missouri as a foreign entity, you must get the Certificate of Good Standing issued from your home state SOS. This is an important document to register an LLC in a foreign state.

If your LLC is originally registered in Missouri, then you must obtain the Certificate of Good Standing from Missouri Secretary of State. If your LLC is in other states, the name of the same document might be different. Every LLC, registered in any state other than Missouri must get this document to register a foreign LLC in Missouri.

Filing Certificate of Good Standing: A Certificate of Good Standing in Missouri can be obtained in two ways. First, you can Log in to SOS to order your certificate or you can do that offline. For offline Certificates, you can Contact SOS by phone, in-person, or by sending an email.

Step 2: Choose Missouri Foreign LLC Name

Obtain a name reservation certificate and submit it with your foreign qualification requirements to the Missouri Secretary of State. Your LLC’s legal name outside of Missouri will be listed on the application, along with the name it will use in Missouri. Take note of the requirements for naming your LLC.

You can use the same name as your domestic LLC name, however, that name should be available in Missouri to use. Check name availability at Missouri’s business entity names and reserve your LLC name. There are a bunch of LLC naming guidelines in Missouri when it comes to forming a foreign LLC. Check the guidelines before you name your business.

Step 3: Select Missouri Foreign LLC Registered Agent

A registered agent is a person responsible for receiving all official and legal documents on behalf of your company, whether it is located domestically or in a foreign state. For a foreign LLC in Missouri, you must have a registered agent from Missouri only. No matter where your domestic LLC is located, you must hire a registered agent from Missouri for your foreign LLC.

You’ll need a registered agent to form a foreign LLC in Missouri and take note that the Missouri Registered Agent must have a local address. Here are the best LLC services on our list that will provide you with registered agents to ease your worries:

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Step 4: File Application for Registration for Missouri Foreign LLC

The most important step is to send the application for registration with Missouri SOS. Download the PDF form from the Missouri Secretary of State website or file it online (whichever method is available). The form must be filled out with the following details:

filing foreign llc
  • LLC’s full legal name.
  • A fictitious name or a DBA (only if your LLC’s legal name is not available); Attach a statement of adoption of the fictitious name signed by all LLC members.
    • DBA filing method in Missouri: three methods, online, by mail, and in person filing.
    • Online: For online filing, check the Missouri Corporations Online Portal. There, look for the “Assumed Names” section. You will get the registration form.
    • Offline: For filing offline, you must send the downloaded PDF form to the Corporations Division, P.O. Box 778, Jefferson City, MO 65102 or drop it off in person at the Corporations Division, 600 W. Main St., Rm. 322, Jefferson City, MO 65102
    • DBA filing fee in Missouri: $7
  • LLC’s principal office and mailing addresses
  • LLC formation state and date.
  • Registered agent’s name and address in Missouri.
  • Date when your LLC will start operations in Missouri.
  • Credit card information is on the last page of the form for the application fee.

Online Filing

Not Applicable

Offline Filling

Filing a foreign LLC in Missouri by mail or in-person visit to the Secretary of State requires you to download the PDF form. Download the Foreign LLC Registration Form from here and fill it up with the information of your existing domestic LLC. The printed or typed copy of the form, along with supportive documents are required to be sent to the SOS address at Corporations Unit, James C. Kirkpatrick State Information Center, P.O. Box 778, Jefferson City, MO 65102.

Foreign LLC Registration Fee in Missouri: To register an LLC in Missouri as a foreign entity you must pay $105 to the SOS. The payment must be made using checks payable to the Secretary of State.

The LLC cost in Missouri, even for foreign LLCs will differ between online filing and by mail. Also, read about what’s the major difference between Missouri’s domestic and foreign LLCs.

Step 5: Determine How Your Missouri Foreign LLC is taxed

llc tax

Foreign LLCs are also subjected to the Missouri Business Privilege Tax and must file LLC annual reports each year. If you have a single-member foreign LLC then it will be considered as a ‘disregarded LLC’ by IRS. That means the LLC will not be regarded as a company but it will be taxed as an individual (the owner). If you already have an LLC in the home state, you must have obtained the EIN as well. You don’t need to obtain the EIN in Missouri for a foreign LLC separately as it is issued from the IRS.

For other types of LLCs (member-managed or manager-managed LLCs), it will be a ‘pass-through taxation‘ where the LLCs don’t get taxed separately, instead, the members and managers are taxed based on their personal income. So, foreign LLCs are taxed as same as domestic LLCs in Missouri. However, it is recommended to check with the Missouri Secretary of State for state-wise taxes.

Note that forming a foreign LLC would be good for your business as you can legally operate in a different state thus reaching a larger market and opening more opportunities for higher profit.

Filing Missouri Foreign LLC Online – Quick Recap

  1. Get the Certificate of Good Standing from your home state where your LLC is originally registered
  2. Check if the name of your LLC is available in Missouri to use for your foreign LLC. If not, file DBA name with Missouri SOS.
  3. Get a registered agent in Missouri to represent your foreign LLC in Missouri. Recommended, professional help instead of being your own registered agent.
  4. File the Application of Foreign LLC with the Missouri Secretary of State following the mentioned method(s) above.
  5. Make the processing fee.

BOI Reporting

According to the Corporate Transparency Act, every LLC (or business) has to send a BOI reporting to the Financial Crimes Enforcement Network (FinCEN). Once you establish an LLC and if it is enlisted under the list of reporting companies, you must file your BOI report in Missouri with the FinCEN.

After Forming Missouri Foreign LLC

Here are added things you need to accomplish after forming your Missouri Foreign LLC

  1. Obtain Business Licenses. Find the business licenses you’ll need using the Business License Search. You can contact the license office at Missouri Secretary of State.
  2. File LLC annual reports and Business Privilege Tax. You must file an Annual Report before the stipulated time frame after forming your LLC in Missouri. Here’s everything about Missouri LLC Annual Reports.
  3. Pay State Taxes like sales tax; you’ll need an EIN for your LLC.

FAQs

Can a foreign LLC operate in Missouri?
Yes, a foreign LLC can operate in Missouri after registering with the state.
What is the process for forming a foreign LLC in Missouri?
To form a foreign LLC in Missouri, you must file an Application for Registration with the Missouri Secretary of State.
Is there a fee for registering a foreign LLC in Missouri?
Yes, there is a fee for registering a foreign LLC in Missouri. The current fee is $105.
Are there any specific requirements for the name of a foreign LLC in Missouri?
The name of a foreign LLC in Missouri must be distinguishable from other business entities registered in the state.
How long does it take to register a foreign LLC in Missouri?
The processing time for registering a foreign LLC in Missouri can vary, but it typically takes 5-7 business days.
Does a foreign LLC in Missouri need a registered agent?
Yes, a foreign LLC in Missouri is required to have a registered agent who is authorized to accept legal documents on behalf of the company.
What is a registered agent for a foreign LLC in Missouri?
A registered agent for a foreign LLC in Missouri is a designated individual or company responsible for receiving legal and official documents on behalf of the LLC.
Can I be my own registered agent for my foreign LLC in Missouri?
Yes, you can serve as your own registered agent for your foreign LLC in Missouri as long as you have a physical address in the state where legal documents can be served.
Do foreign LLCs in Missouri need an operating agreement?
While not required by law, it is highly recommended for foreign LLCs in Missouri to have an operating agreement detailing the ownership and management structure of the company.
What type of business activities can a foreign LLC conduct in Missouri?
A foreign LLC in Missouri can engage in any lawful business activity, as long as it complies with state and local regulations.
Can a foreign LLC in Missouri change its business address?
Yes, a foreign LLC in Missouri can change its business address by filing a Statement of Change of Registered Office or Registered Agent with the Secretary of State.
Does a foreign LLC in Missouri need to file an annual report?
Yes, foreign LLCs in Missouri are required to file an annual report with the Secretary of State, along with a $100 fee.
Can a foreign LLC in Missouri convert to a domestic LLC?
Yes, a foreign LLC operating in Missouri can convert to a domestic LLC by establishing a physical presence in the state and following the required conversion process.
What are the taxation requirements for a foreign LLC in Missouri?
Foreign LLCs operating in Missouri are subject to the state’s corporate income tax and may also be subject to various local taxes, depending on the location of their business activities.
Does a foreign LLC in Missouri need a business license or permit?
Yes, foreign LLCs operating in Missouri may need to obtain state or local business licenses and permits, depending on the nature of their business activities.
Can a foreign LLC in Missouri hire employees?
Yes, foreign LLCs operating in Missouri can hire employees, but they must comply with state and federal labor laws, including registering for state withholding taxes and providing workers’ compensation insurance.
What are the reporting requirements for foreign LLCs in Missouri?
Foreign LLCs in Missouri must maintain accurate and up-to-date business records and file annual reports with the Secretary of State to ensure compliance with state laws and regulations.
Can a foreign LLC in Missouri open a bank account?
Yes, foreign LLCs operating in Missouri can open a bank account to manage their finances and conduct business transactions.
How can I dissolve a foreign LLC in Missouri?
To dissolve a foreign LLC in Missouri, you must file Articles of Termination with the Secretary of State and fulfill any outstanding tax and reporting obligations.
Can a foreign LLC in Missouri be sued?
Yes, foreign LLCs operating in Missouri can be sued for legal or financial disputes related to their business activities in the state.
Does a foreign LLC in Missouri need to comply with state labor laws?
Yes, foreign LLCs operating in Missouri must comply with state labor laws, including minimum wage, overtime, and workplace safety regulations.
What are the annual fees for a foreign LLC in Missouri?
The annual fees for a foreign LLC in Missouri include the $100 annual report filing fee and any applicable state and local taxes based on the company’s business activities.
Can a foreign LLC in Missouri own real estate?
Yes, foreign LLCs operating in Missouri can own real estate, but they must comply with state laws regarding property ownership and tax obligations.
Are foreign LLCs in Missouri required to have a business bank account?
While not required by law, it is recommended for foreign LLCs operating in Missouri to have a separate business bank account to maintain financial records and manage income and expenses.
Can a foreign LLC in Missouri apply for business loans and credit?
Yes, foreign LLCs operating in Missouri can apply for business loans and credit, but they must have a good credit history and financial documents to support their loan applications.
Does a foreign LLC in Missouri need to register for state sales tax?
Yes, foreign LLCs operating in Missouri must register for state sales tax if they engage in selling tangible goods or taxable services in the state.
Can a foreign LLC in Missouri have multiple business locations?
Yes, foreign LLCs operating in Missouri can have multiple business locations, but they must comply with local zoning laws, licensing requirements, and other regulations for each location.
Is there a limit on the number of owners a foreign LLC in Missouri can have?
Foreign LLCs in Missouri can have an unlimited number of owners, who are referred to as members, and they can be individuals, corporations, or other entities.
Can a foreign LLC in Missouri apply for business grants and incentives?
Yes, foreign LLCs operating in Missouri may be eligible to apply for business grants and incentives offered by the state government or local economic development agencies to support their growth and expansion.
What is an LLC?
An LLC, or Limited Liability Company, is a business entity that combines the limited liability protection of a corporation with the flexibility and tax benefits of a partnership.

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In Conclusion

Having a foreign LLC in Missouri is nothing but expanding your business legally beyond the boundary of your domestic or home state. Starting a foreign LLC in Missouri does not require a lot of documentation or tasks. However, it is always good to seek help from a professional when it comes to running your business. From getting the Certificate of Good Standing to hiring a registered agent in Missouri, a professional or attorney can always be a perfect help. ZenBusiness is one of the most accurate and user-friendly services that offer a bunch of LLC formation services. They offer LLC formation for $0 (excluding the state formation fee).

The cost of registering a foreign LLC in Missouri can vary depending on a range of factors. While the initial registration fees and ongoing expenses can be a significant investment, many companies find that the benefits of establishing a presence in the state outweigh the costs. By carefully considering the expenses involved and budgeting accordingly, companies can ensure that their foreign LLC in Missouri is a success.

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