Free corp. 42 - Missouri

JAMES C. KIRKPATRICK STATE INFORMATION CENTER (573) 751-4936

ROBIN CARNAHAN
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, Robin Carnahan Secretary of State

Ltr. 6A (05/06)

PO BOX 778 · JEFFERSON CITY, MISSOURI · 65102 www.sos.mo.gov

State of Missouri
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This form is designed to be filled out online for your convenience. Please read the instructions carefully. Complete the necessary information, print, sign and mail.

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Robin Carnahan, Secretary of State
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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)

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Corporations Division PO Box 778 / 600 W. Main St., Rm. 322 Jefferson City, MO 65102

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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 you indicate a future date, as follows:
(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: You must submit current original certificate of good standing or certificate of existence with this application. This may be obtained from your Secretary of State or other authority that issues corporate charters.

Corp. 42 (03/2008)

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

Registered Agents
A registered agent may either be an individual who is a resident of Missouri and whose business office is identical with the entity's registered office, or it may be a corporation authorized to transact business in Missouri and which has a business office identical with the entity's registered office. 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 rented mailbox is NOT allowed as a registered office address. The registered agent must be physically located at the registered office address. Anyone meeting the above criteria may serve as a registered agent. The following represents a listing of the service companies that, as a part of their business, offer to act as a registered agent for a new business formation. If you would like to use their registered agent services, please contact the company in advance of completing a limited liability company filing. These companies charge a fee to use their services.

Registered Agents/Service Companies
AAA AGENT SERVICES, INC. 222 E. Dunklin, Ste. 102 Jefferson City, MO 65101 Telephone: (573) 634-3894 FAX: (573) 634-5159 Email: [email protected] ALETA GRIMES MITCHELL 1343 Hoffman Dr. Jefferson City, MO 65101 Telephone: (314) 368-7570 Toll free: (866) 899-7035 Email: [email protected] BARBARA D. GIER 13110 Gier Ln. Russellville, MO 65074 Telephone: (573) 782-3931 FAX: (573) 782-3831 Email: [email protected] BUSINESS FILINGS INTERNATIONAL, INC. 120 S. Central Ave., Ste. 400 Clayton, MO 63105 Toll free: (800) 981-7183 CAPITOL CORPORATE SERVICES, INC. 222 E. Dunklin, Ste. 102 Jefferson City, MO 65101 CORPORATE CREATIONS NETWORK, INC. 1001 Craig Rd. #260 St. Louis, MO 63146 Telephone: (314) 667-5376 Toll free: (800) 672-9110 Website: www.corporatecreations.com CS AGENT SERVICES, INC. 620 Spirit of St. Louis Blvd. Chesterfield, MO 63005 Telephone: (314) 581-2010 FAX: (636) 530-1575 CSC-LAWYERS INCORPORATING SERVICE CO. 221 Bolivar St. Jefferson City, MO 65101 Toll free: (800) 927-9800 www.incspot.com CSGS REGISTERED AGENT, INC. 7701 Forsyth, 12th Fl. St. Louis, MO 63105 Telephone: (314) 505-5464 FAX: (314) 505-5465 Email: [email protected] CT CORPORATION SYSTEM 120 S. Central Ave. Clayton, MO 63105 Telephone: (314) 863-5545 EAGLE INFORMATION SERVICES, INC. 210 E. High St. Jefferson City, MO 65101-3207 Telephone: (573) 761-4330 Toll free: (877) 761-4330 FAX: (573) 761-4648 GRIMES TAX & FINANCE 2570 Gladiator Dr. Fenton, MO 63026 Telephone: (636) 225-1114 FAX: (636) 225-1700 Email: [email protected] Website: www.GrimesTax.com

HIQ CORPORATE SERVICES, INC. 300-B E. High St. Jefferson City, MO 65101 Toll free: (800) 564-5300 INCORP SERVICES, INC. 2847 S. Ingram Mill Rd., Ste. A100 Springfield, MO 65804 Telephone: (702) 866-2500 FAX: (702) 866-2689 Website: www.incorp.com INCORPORATING SERVICES, LTD 13110 Gier Ln. Russellville, MO 65074 Contact: Kim Sharpe Toll free: (800) 346-4646 Email: [email protected] Website: www.INCserv.com JEFF CITY FILING, INC. 222 E. Dunklin, Ste. 102 Jefferson City, MO 65101 Telephone: (573) 634-3894 FAX: (573) 634-5159 Email: [email protected] J & S Contracting Services, LLC 16827 Reservoir Trail Unionville, MO 63565 Telephone: (816) 289-4744; (660) 947-3965 LISA C. WRIGHT, CPA, LLC 5860 E. Osage Ridge Ln. Columbia, MO 65201 Telephone: (573) 474-4961 FAX: (573) 474-4961 Email: [email protected] Website: www.lisacwrightcpa.com MBC BUSINESS SERVICES, INC. Contact: Theresa Maier 903 E. 104th, #610A Kansas City, MO 64131 Telephone: (816) 585-7322 FAX: (816) 941-6666 Email: [email protected] MISSOURI CORPORATE SOLUTIONS, INC. 2101 Corona Rd., Ste. 201 Columbia, MO 65203 Telephone: (573) 777-7035 Toll free: (877) 639-7812 FAX: 777-7010 Email: [email protected]

NATIONAL CORPORATE RESEARCH, LTD. 222 E. Dunklin, Ste. 102 Jefferson City, MO 65101 Toll free: (888) 883-6300 FAX: (217) 788-2804 Email: [email protected] NATIONAL REGISTERED AGENTS, INC. 300-B E. High St. Jefferson City, MO 65101 Telephone: (800) 550-6724 Email: [email protected] Website: www.nria.com NORTHWEST REGISTERED AGENT SERVICE, INC. 903 E. 104th, #610A Kansas City, MO 64131 Telephone: (509) 768-2249 FAX: (866) 543-4731 Email: [email protected] Website: www.Northwestregisteredagent.com OPTIMAL AGENT SERVICES, INC. 36 Four Seasons, Ste. 250 Chesterfield, MO 63017 Telephone: (314) 308-2900 PACIFIC REGISTERED AGENTS, INC. 150 White Oak Rd. Seligman, MO 65745 Toll free: (800) 535-4828 Email: [email protected] PARACORP INCORPORATED 210 E. High St. Jefferson City, MO 65101-3207 Toll free: (800) 533-7272 Email: [email protected] Website: www.parasec.com PAT MILLER CORPORATE FILING SERVICE, INC. 601-A Scott Valley Ct. Jefferson City, MO 65101 Telephone: (573) 635-3252 FAX: (573) 635-3252 P W P, INC. That PAPER-WORK PLACE 106 E. Main St., PO Box 308 Lincoln, MO 65338 Toll free: (800) 371-9430 Website: www.paperworkplace.com Website: [email protected]

RAYMOND LAMPERT 2847 S. Ingram Mill Rd., Ste. A-100 Springfield, MO 65804 Telephone: (417) 886-3330 FAX: (417) 886-8186 Email: [email protected] REGISTERED AGENT SOLUTIONS, INC. 3225-A Emerald Ln. Jefferson City, MO 65109 Toll free: (888) 705-7274 FAX: (888) 706-7274 Email: [email protected] Website: www.rasi.com

UNITED CORPORATE SERVICES, INC. 304 E. High St., Box 746 Jefferson City, MO 65101