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Application For Certificate Of Authority For A Foreign For Profit Corporation w-Instructions 42 - Missouri
| Application For Certificate Of Authority For A Foreign For Profit Corporation w-Instructions Form. This is a Missouri form and can be used in Profit Corporation Secretary Of State . |
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JAMES C. KIRKPATRICK STATE INFORMATION CENTER (573) 751-4936 JASON KANDER SECRETARY OF STATE STATE OF MISSOURI CORPORATIONS (573) 751-4153 INSTRUCTIONS FOR APPLICATION FOR CERTIFICATE OF AUTHORITY TO DO BUSINESS IN MISSOURI A foreign corporation may not transact business in Missouri until it obtains a certificate of authority. Before applying for a certificate to do business in Missouri, you may wish to review Section 351.572. RSMo, available online at www.sos.mo.gov/business/corporations/statutes.asp. Section 351.572 RSMo describes activities that are not considered transacting business within the meaning of this statute and its requirement. If you are exempt, you may still be responsible for filings with other agencies. Enclosed are forms to be used to apply for a certificate of authority. In completing the form, the following will assist you: 1. You must use the forms provided by the Missouri Secretary of State's Office, as required by law. 2. Forms must be accompanied by a current (dated within 60 days) "Certificate of Good Standing/Existence" from the parent state. This must be an original with original seals and signatures. This certificate can be obtained from the parent state's Secretary of State or authority which issues corporate charters; normally a fee is charged by the parent state for issuing this certificate. 3. The filing fee for a certificate of authority is $155. (Checks should be made payable to Director of Revenue.) 4. By law, the corporation must list a registered agent and the agent's address in Missouri. The registered agent may be an individual or a corporation registered in Missouri. A corporation may not serve as its own registered agent. 5. The necessary documents should be sent to Secretary of State, Corporations Division, P.O. Box 778, Jefferson City, MO 65102. For express mailings which require a street address, use 600 West Main, Jefferson City, MO 65101. If you have any questions, please contact us toll-free at (866) 223-6535. Best Regards, Jason Kander Secretary of State Ltr. 6A 05/06 James C. Kirkpatrick State Information Center 600 W. Main Street · Jefferson City 65101 Administrative Rules · Business Services · Elections · Publications · Securities · State Archives · State Library · Wolfner Library American LegalNet, Inc. www.FormsWorkFlow.com State of Missouri D WE S T ITE D AN DIV Jason Kander, Secretary of State X ESTO LE ED WE FA ID E PLURIB M UNU SALUS PO MDC PUL I SUPREM CCXX 1. The corporation's name is and it is organized and existing under the laws of 2. The name it will use in Missouri is 3. The date of its incorporation was month/day/year 4. The address of its principal place of business is Address City/State/Zip 5. The name and physical address of its registered agent and office in the State of Missouri is Name 6. The specific purpose(s) of its business in Missouri are: 7. The name of its officers and directors and their business addresses are as follows: Officers Name Address President Vice President Secretary Treasurer Board of Directors Director Director Director Director Director (Please see next page) Name and address to return filed document: Name: Address: City, State, and Zip Code: Corp. 42 (11/2008) American LegalNet, Inc. www.FormsWorkFlow.com LL US A Corporations Division PO Box 778 / 600 W. Main St., Rm. 322 Jefferson City, MO 65102 UN Application for Certificate of Authority For a Foreign For-Profit Corporation (Submit with filing fee of $155.00) , and the period of its duration is Address City/State/Zip City/State/Zip 8. The effective date of this document is the date it is filed by the Secretary of State of Missouri unless a future date is otherwise indicated: (Date may not be more than 90 days after the filing date in this office) In Affirmation thereof, the facts stated above are true and correct: (The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575.040, RSMo) Must be an Officer or Chairman listed in #7 Printed Name Title Date Note: A current (not more than 60 days old) original certificate of good standing or certificate of existence must be submitted with this application. This may be obtained from the Secretary of State or other authority that issues corporate charters in the state of domicile. Corp. 42 (11/2008) American LegalNet, Inc. www.FormsWorkFlow.com Missouri Revised Statutes Chapter 351 General and Business Corporations Section 351.572 August 28, 2008 Authority to transact business required. 351.572. 1. A foreign corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state. 2. The following activities, among others, do not constitute transacting business within the meaning of subsection 1 of this section: (1) Maintaining, defending, or settling any proceeding; (2) Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs; (3) Maintaining bank accounts; (4) Maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities or maintaining trustees or depositories with respect to those securities; (5) Creating or acquiring indebtedness, mortgages, and security interests in real or personal property; (6) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts; (7) Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature; (8) Transacting business in interstate commerce. 3. The list of activities in subsection 2 of this section is not exhaustive. (L. 1990 H.B. 1432) CROSS REFERENCE: Foreign registered limited liability partnership not deemed to be transacting business in this state under corporate laws, RSMo 347.163 American LegalNet, Inc. www.FormsWorkFlow.com Registered Agents A registered agent may either be an individual who is a resident of Missouri or it may be a corporation authorized to transact business in Missouri. The registered agent's business office address must be a physical address located in Missouri. As required by law, the SOS office sends notices, reminders, and correspondence to the registered agent at the registered office address. The registered agent is designated by law to receive service of process and legal notices on behalf of the business entity. A post office box, UPS mailbox, or other re
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