Frequently Asked Questions
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Foreign Entities
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What qualifies as "transacting business" or "doing business"?
Under Missouri law, whether an entity is transacting or doing business in
the state is determined on a case-by-case basis. There is no statutory
standard or bright-line rule to apply to determine if an entity must register.
Many entities enlist the assistance of any attorney to make a determination
as to the entity's obligation to register; this analysis is often based upon past
court decisions.
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Does a single or isolated project or task in Missouri qualify as
"doing business"?
Missouri statute specifically provides that an isolated transaction or
project that is completed within 30 days, and is not one in the course
of repeated transactions of a like nature, does not qualify as "doing
business". In this situation, the foreign entity is not under the
obligation to register with the Secretary of State.
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Does collecting debts qualify as "doing business"?
No. Missouri statute specifically provides that securing and
collecting debts, and enforcing mortgages and security interests,
do not qualify as doing business.
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What if I am obligated to, but do not, register my foreign entity?
An entity that is not registered, but by law is required to be,
cannot legally transact business or maintain a lawsuit in Missouri until
it secures a certificate of authority. If the failure to properly
register is discovered after an action is initiated by an unregistered
foreign entity, the action could be suspended until the registration is
completed. In addition, foreign entities that do not comply with
the registration requirement are subject to a fine of not less than
$1,000, which is collected through the institution of a lawsuit.