The Corporations Division provides many services necessary to ensure the valid legal existence of the various business entities authorized by law. These services allow business entities to obtain and maintain the requisite authority to transact business within Missouri.
Many Missouri business entities are created by submitting an initial filing to the Secretary of State. These creation filings include articles of incorporation, articles of organization, and certificates for certain partnerships.
Corporations, limited liability companies and limited partnerships created under the laws of anther state, referred to by statute as "foreign" entities, must apply for a certificate of authority from the Secretary of State if that entity is "transacting business" in the State of Missouri. Whether an entity is "transacting business" is determined on a case-by-case basis and there is no statutory definition applicable. Missouri statute does provide, however, specific categories of activity which do not constitute "transacting business". For the exemption statutes applicable to corporations, click here. For the exemptions applicable to LLC's, click here. The Secretary of State's Office cannot provide legal advice as to whether a foreign entity's activities reach the level of transacting business in the state, or whether a foreign entitiy qualifies for an exemption. Please contact your attorney for such advice.
Existing entities are required to file other documents with the Secretary of State in certain circumstances. Most common among such documents are: restated articles, amended articles, mergers, dissolutions, applications for rescission of administrative dissolution, annual reports and notices of change of registered agent..
Forms for the filing of these and other documents are available without charge upon request submitted to the Corporations Division, 600 W. Main, Room 322, Jefferson City, MO 65102-0778. These forms may also be downloaded by clicking here.
Payment of fees must be submitted when the documents are presented for filing. A copy of the Corporations Division fee schedule may be downloaded by clicking here.
All documents filed with the Corporations Division must be typed or printed, and in most instances may be submitted on a form provided by the Secretary of State's Office or in an original form which meets all statutory requirements. Documents must be written in English, though entity names need not be in English if written in English letters.
All documents filed with the Corporations Division must be executed as required by statutes. The statutes applicable to the various business entities have differing requirements as to who is to execute documents on behalf of an entity, and the requirements should be consulted before submitting a filing. For general business corporation execution requirements, click here; for nonprofit corporation filing requirements, click here; for LLC filing requirements, click here; for limited partnership filing requirements, click here.
The execution of any document filed with the Corporations Division constitutes an affirmation under the penalties set forth in Section 575.040 RSMo, that the facts stated in the document are true and that the person(s) executing the document is duly authorized to do so.
A document is effective on the date it is filed by Corporations Division, as evidenced by the Secretary of State's date endorsement on the original document, unless otherwise stated in the document. Some documents may specify a delayed effective date (for example, a general business corporate document may specify a delayed effective date, though the date may not be later than the ninetieth day after the filing date).
As the custodian of statutorily required documents for registered business entities, the Corporations Division maintains a variety of information on all such business entities.
We provide the following information by telephone for all business entities registered with this office:
(1) Name of the entity;
(2) Registered agent for legal service of process and their address;
(3) Date of incorporation or organization;
(4) Previous name changes of the entity;
(5) Type of entity, including whether the entity is domestic or foreign; and
(6) Current status of entity (active, dissolved, terminated, etc.).
In addition, we can provide the following information concerning a for profit corporation for a fee upon written request:
(1) Names and addresses of a corporations officers and directors;
(2) Authorized number of a corporations shares of stock;
(3) Classes, series and terms of a corporations shares of stock;
(4) Number of a corporations directors and qualifications, if any.
Many kinds of information are not required to be filed in our office, such as:
(1) Information on shareholders (for profit corporations) or members (limited liability companies and nonprofit corporations);
(2) Information on the book or market value of stock;
(3) Tax or other financial information on the various business entities;
(4) Principal telephone number of the business entity;
(5) Bylaws, operating agreements and partnership agreements; and
(6) financial reports and minutes of meetings.
Many legal proceedings and business transactions require the introduction or presentation of documents certified by the Secretary of State as true and accurate copies of the records in this office. Section 490.180 RSMo provides that these certified documents shall be accepted as evidence in all courts of Missouri. Therefore, the custodian of records from this office does not have to appear in court to lay a foundation in order for certified documents to be introduced into evidence.
The Secretary of State will provide certified copies of business entity filings for 50 cents per page plus $10 for the certification. Any document on file may be certified by the Secretary of State. In addition to certified copies of documents, this office also prepares certificates of good standing for $10. In order for the office to issue a Good Standing Certificate, a corporation must have filed all annual reports, met all franchise tax requirements and currently maintain a proper registered agent and/or office. Other business entities have similar requirements in order to maintain their good standing status.
Because of the volume of certification requests, please submit your order by mail as early as possible. If you must have the information by a specified date, inform the office of that date to ensure your order will be completed on time if at all possible. To order certified copies online, click here. To order a Certificate of Good Standing online, click here.