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Foreign Corporations

Because corporations are registered on a state-by-state basis, the rights of a corporation are derived from the powers granted to it by the law of the state in which the corporation was created. In Missouri, when a foreign corporation (i.e., from any other state) seeks to transact business in Missouri, it must first do some due diligence.

A foreign corporation cannot transact business in Missouri unless it first obtains a certificate of authority from the Missouri Secretary of State. Transacting business has not been defined concretely because it is largely contextual. Transacting business in Missouri under the meaning of Missouri statutes depends on the facts and circumstances of a particular case considered in light of the purposes and language of the statute. Does cold call advertising in Missouri count? What about posting billboards? Construction in Missouri? Consulting Missouri employees? It all depends.

Instead of believing that your business is not transacting business in Missouri, it would be prudent to play it safe and comply with RSMo 351.576 and obtain a certificate of authority. Some of the more important requirements in this statutory section are tendering the correct fee to the Director of Revenue, reserving the corporate name, and — perhaps most importantly — maintaining a registered office and agent so that service of process may be effectuated if need be and a definite location for the corporation may be found. This above information is not final; indeed, it may be amended under RSMo 351.578.1.

In addition to this statutory compliance, one of the most important considerations must be whether the business wants to incorporate a new entity in Missouri or simply register as a foreign corporation. There is no simple answer o this dilemma. It will all depend on the type of business involved and which State you would like to have as your HQ state. Tax considerations, corporate formalities, and other statutory mandates will also undoubtedly factor into the calculus of picking which state to incorporate in.

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