Missouri

For corporations, the registered agent must be an individual resident of Missouri whose business office is identical with the registered office, or a corporation authorized to transact business in Missouri with a business office identical with the registered office. The LLC Act mirrors this (RSMo 347.030.1(2): individual Missouri resident or a domestic or foreign corporation authorized to do business in the state) and adds that the Secretary of StateSOSSecretary of State - the default filing office in most states, and shorthand throughout this site for whichever agency keeps the business register.Read the full entry → may not be appointed as an LLC's resident agent except as the statute provides.

Consent required: no.

If a corporation fails to appoint or maintain a registered agent, the Secretary of State is automatically appointed as its agent for service; the Secretary forwards served process by registered mail to the corporation's registered office. For LLCs, process may be served on an authorized person, then an organizer, and if none can be located with due diligence, on the Secretary of State (RSMo 347.033.2-.3).

• Administrative DissolutionRevocation / administrative dissolutionThe state involuntarily ending an entity's authority to do business - for missed annual reports, a lapsed registered agent, or unpaid fees.Read the full entry →. A corporation without a registered agent or registered office for 30 days or more (or that fails to notify the Secretary of State of a change, resignation or discontinuance within 30 days) may be administratively dissolved after notice and a 60-day cure window.
• Other. Personal liability: an officer or director who conducts business on behalf of an administratively dissolved corporation (beyond winding up) is personally liable for obligations so incurred.
• Administrative Dissolution. For LLCs, the Secretary of State has the power to cancel the articles of organizationArticles of organizationThe document filed with the state to create an LLC - the LLC equivalent of articles of incorporation.Read the full entry → if the company fails to maintain a registered agent (30 days' written notice before cancellation takes effect; appeal to circuit court; rescission available on cure).
• ReinstatementReinstatementRestoring an entity the state revoked or administratively dissolved for missed filings - typically back-filing reports, paying accrued fees and penalties, and filing an application.Read the full entry → Fee. Reinstatement of an administratively dissolved corporation requires a $50 reinstatement fee plus any delinquent fees, penalties and accrued charges, and a Department of Revenue tax clearance certificate. (LLC reinstatement after administrative cancellation of expired-duration articles carries a $100 fee, RSMo 347.183(6).)

Filing office

Missouri Secretary of State, Corporations Division

State fee

$7 (Registration of Fictitious NameDBA / fictitious nameA name a business operates under that is not its legal name - 'doing business as.' Also: assumed name, trade name, fictitious business name.Read the full entry →, Form Corp. 56; same $7 for renewal, amendment, or correction)

Term

5 years from filing date (Chapter 417, RSMo)

Renewal

Renew via the same Corp. 56 form (Renewal checkbox) with $7 fee; registration expires 5 years from filing if not renewed

Publication

Not required. None

Online filing

Available

The regime

Missouri operates a mandatory statewide fictitious name registry. Any name other than a person's true name is declared a fictitious name, and it is unlawful to transact business under one without first registering it with the Secretary of State. The duty extends to individuals, general partnerships, corporations, and other business organizations, with the filing due within five days after beginning business under the name.

Where it is filed

Registration is filed with the Missouri Secretary of State, in a format the secretary prescribes; the statutory fee is paid to the state director of revenue.

Publication

No newspaper publicationPublication requirementA few states require newly formed or registered entities to publish a notice in designated newspapers (New York's LLC publication is the expensive example) - a real cost of formation that fee tables usually omit.Read the full entry → requirement appears anywhere in the captured act (RSMo 417.200 to 417.230).

Term and renewal

Five years from filing; registrations expire at the end of the five year period unless renewed.

Name restrictions

A Missouri fictitious name may not imply that the business is a governmental agency and may not be seriously misleading.

Assumed names for registered entities

On the entity side, a foreign corporation whose true corporate name does not satisfy Missouri's name requirements may transact business under a fictitious name by filing a certified board resolution adopting it with the Secretary of State; the fictitious name must be distinguishable from names already on the record. The general fictitious name act separately notes that foreign business entities with an ownership interest may be required to register and to first obtain a certificate of authorityCertificate of authorityPermission for an entity formed in one state to do business in another - the 'foreign' registration.Read the full entry →.

Penalties

Transacting business under an unregistered fictitious name is a misdemeanor.
Executing the registration is subject to the penalties for making a false declaration under RSMo 575.060 as to the truth of the facts stated and the filers' authority.

Official source

www.sos.mo.gov/cmsimages/business/corp56.pdf↗ (opens the official source)

What it is called

Corporation franchise taxFranchise taxA recurring tax on the privilege of existing as an entity in a state - not a tax on franchising a business.Read the full entry → (RSMo ch. 147) - ELIMINATED for tax years beginning on or after 2016-01-01

Administering agency

Missouri Department of Revenue

Corporation minimum

not recorded separately

How it is computed

NONE - $0. Missouri's corporation franchise tax (RSMo ch. 147) was phased out by SB 19 (2011): rates 1/37 of 1% (2012), 1/50 of 1% (2013), 1/75 of 1% (2014), 1/150 of 1% (2015), each with a $10,000,000 threshold, then RSMo 147.010.1(5) verbatim: 'For tax years beginning on or after January 1, 2016, no annual franchise tax shall be imposed under this section.' DOR (MO-1120 Instructions 2015): 'No franchise tax is imposed for tax years beginning on or after January 1, 2016, and corporations will no longer be required to file the report described in Sections 147.020 and 147.050, RSMo.' Ch. 147 never applied to LLCs. No privilege/excise/margin/gross-receipts tax and no statewide general business license substitutes for it (ch. 148 bank franchise tax is financial-institutions-only; ch. 143 corporate income tax, 4% of net income for TY>=2020, is an income tax, not a franchise tax; MO LLCs also file no annual report at all). The residual ch. 147 cross-references in RSMo 351.484/351.598 (dissolution grounds) are dead letters for post-2015 tax years.