General Services & Filings

 


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Preclearance Examination

Documents may be submitted to the Secretary of State for a "preclearance examination." The charge for such preclearance examination is $55 and includes a review of and report on the sufficiency of proposed documents.

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File Annual Reports

 Online Annual Report Filing

Online filing saves money and time — file your Annual Report online 24 hours a day, 7 days a week. An online filing results in a savings of $25 per corporate report for for-profit corporations. Nonprofit corporations also pay a reduced fee for filing online.

If you filed your Annual Report online last year, this year's online report already includes last year's information. You can edit or make changes, which makes filing a snap!

Click here to file online now and pay the fee with your MasterCard, Visa, American Express, or Discover credit card.

 

Annual Report Information

All corporations doing business in this state must file an annual registration report. This one page report contains a minimal amount of information, but failure to file the report will result in administrative dissolution of a domestic corporation's charter or revocation of a foreign corporation's certificate of authority.

For corporations incorporated or qualified on or after July 1, 2003, the annual report is due at the end of the month that the corporation incorporated or qualified. For corporations existing prior to July 1, 2003, the annual report will be due at the end of the month indicated on their last annual report. Missouri statutes do not allow a non-profit corporation to change the month that the annual report is due. The corporation or authorized party must use the form provided by the Secretary of State or they may file the annual report online. It is the registered agent's responsibility to forward all appropriate correspondence to the proper person within the corporation. Failure on the part of the registered agent to forward the forms does not excuse the corporation from filing. Late reports are subject to an additional fee of $15 for each 30-day period. Please do not send cash with the report; instead, send a check or money order. You may also file online with a credit card.

To request your annual report form for paper filing, contact us at 1-866-223-6535 or print your annual report as described below.

 

Print Annual Report

Click here to log on to the Corporations database to print your corporation's most recent annual report.

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Amend Articles of Incorporation & Other Creation Documents

When a corporation decides to change a provision in its current articles of incorporation, it must file an amendment. To download the form to amend articles of incorporation, click here. a corporation must file a form with the Corporations Division. For more information, see Section 351.090, RSMo.

To download the form for amending articles of organization for an LLC, click here.

To download the form for amending a certificate of limited partnership, click here; for a limited liability partnership, click here.

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Registered Agents

All foreign and domestic corporations, limited liability companies, limited partnerships and limited liability partnerships registered in Missouri must maintain a registered agent. The registered agent must have a Missouri address. The registered agent's business office must be identical to the entity's registered office. Each entity must notify the Secretary of State in case of a change of the registered agent or a change of his or her address.

If any entity fails to maintain a registered agent, the Secretary of State will notify the entity of such failure. If an agent is not registered within the pertinent time period a domestic corporation will be administratively dissolved, and a foreign entity's certificate of authority will be revoked. As to all other business entities, the failure to maintain a registered agent as required can result in the cancellation of any such entity's registration.

To download a change of agent form, corporations and LLC's, click here; limited partnerships, click here; and LLP's, click here.

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Voluntary Dissolutions and Terminations

Corporations that determine to cease doing business are required to file articles of dissolution and, ultimately, a request for termination. The corporation is not considered to cease to exist until the Secretary of State issues a certificate of termination. After filing the articles of dissolution, the corporation undertakes to wind up its affairs. At the conclusion of this process, the corporation should seek a certificate of termination.

Articles of Dissolution

When a corporation authorizes voluntary dissolution, articles of dissolution must be filed with the Secretary of State. A dissolved corporation's corporate name cannot be used by another entity until one year has passed from the date of dissolution. For more information, see Sections 351.462 - 351.483 RSMo, in Chapter 351.

Certificate of Termination

A corporation that has completed its winding up should file a request for termination. This request will allow the Secretary of State to issue a certificate of termination, which formally recognizes the conclusion of the corporation's legal existence.

Termination forms are provided by the Secretary of State's office.

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Administrative Dissolutions and Reinstatement Packages

 

 Administrative Dissolution

Administrative dissolution of a corporation by the Secretary of State may occur for the following reasons: failure to file an annual report; failure to pay franchise taxes; failure to maintain a registered agent and/or office; or for fraud upon the state. However, as with a voluntary dissolution, administrative dissolution does not mean the corporation has ceased its existence. See Section 351.486.3 RSMo. Administrative dissolution does not terminate the authority of the corporation's registered agent.

Before an administrative dissolution occurs, the Secretary of State must provide written notice by mail that the corporation is to be dissolved. The corporation then has 60 days in which to correct or explain the situation. If it does not, the corporation may be administratively dissolved. For more information, see Sections 351.484 and 351.486 RSMo.

 

Rescission of Administrative Dissolution

A domestic corporation must obtain and/or present the following documents to the Secretary of State in order to reinstate:

  1. a Certificate of Tax Clearance from the Missouri Department of Revenue;
  2. any other documentation required to cure the dissolution (for example, all past due annual reports must be included if the corporation was dissolved for a failure to file annual reports) and appropriate fee(s);
  3. a basic reinstatement fee in the amount of $55;
  4. an originally executed application for rescission of dissolution (forms available from Secretary of State). The application for rescission required for reinstatement must recite that the corporation has caused the correction of the condition or conditions giving rise to the administrative dissolution.

PLEASE NOTE: A Certificate of Tax Clearance may be obtained from the Department of Revenue. A Certificate of Tax Clearance is only valid for 60 days from the date of issuance.

 

Reinstatement Packages

If your entity has been administratively dissolved or your entity's certificate has been cancelled or rescinded, you may request a reinstatement packet. To request the required forms and information, you may send an email to the rescissions desk at rescissions@sos.mo.gov, or call us toll-free at 1-866-223-6535.

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Order Certificate of Good Standing

Order a Certificate of Good Standing from the Corporations Division. You can order online or contact the Corporations Division directly to place your order. Online certificates feature a verification number which allows anyone to confirm the authenticity of the certificate.

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Search Document Filings

Images of documents filed by business entities may be reviewed online. To search the documents filed by a particular entity, search our online database. Then, click on the appropriate entity and select "Filings" next to the General Information tab. Document images may be viewed using Adobe Reader.

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Order Certified Documents

Order certified documents from the Corporations Division. You can order online or fax your request, attention "Copies," to (573) 751-5841.

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Corporate Statutes

Click here to view a list of Missouri's Revised Statutes that pertain to corporations.

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