If you run a for-profit corporation in Missouri, the Missouri annual report — officially the corporate registration report — is due every year during the month your corporation was formed or qualified to do business here, and filing online costs $20.1Missouri Secretary of State. General Services and Filings2Missouri Secretary of State. Other Filings Required of General Business Corporations3Missouri Revisor of Statutes. Missouri Code 351.484 – Grounds for Administrative Dissolution
Who Has to File
The requirement covers every domestic corporation organized under Missouri law and every foreign corporation licensed to do business in the state. Corporations exempt from taxation under Missouri law are the only carve-out in the statute.4Missouri Revisor of Statutes. Missouri Code 351.120 – Corporate Registration Report
One boundary to note: this filing is for corporations. If you formed an LLC under Missouri Chapter 347, the Chapter 351 registration report does not apply to you. Nonprofits file under a separate chapter, and the Secretary of State’s office confirms all corporations doing business in the state must file some form of registration report.1Missouri Secretary of State. General Services and Filings
When It’s Due
Your report is due during the month your corporation was originally incorporated or qualified in Missouri.4Missouri Revisor of Statutes. Missouri Code 351.120 – Corporate Registration Report A company formed in March owes its report every March. Corporations formed on or after July 1, 2003, also owe an initial report within 30 days of incorporation or qualification, then annually in that same formation month.
You can request a change to your filing month under the same statute. Nonprofits cannot change their due month.1Missouri Secretary of State. General Services and Filings
Biennial Filing Option
Missouri lets corporations file every two years instead of every year. If your corporation was incorporated or qualified in an even-numbered year, you file biennially in even years; odd-year corporations file in odd years. Once you choose biennial filing you’re committed for the full 24 months.5Missouri Revisor of Statutes. Missouri Code 351.122 – Option of Biennial Filing of Corporate Registration Reports The biennial fee equals two annual fees, so the only real benefit is one filing cycle instead of two.
What Goes on the Report
The statute asks for a short list of information, and it all needs to match what the state has on file:4Missouri Revisor of Statutes. Missouri Code 351.120 – Corporate Registration Report
- The corporation’s exact legal name.
- The name and Missouri street address of the registered agent.
- The name and current business or residence address of every officer and director.
- The mailing address of the principal office or headquarters.
The online filing system lets you search for your existing record and pre-fill several fields, which cuts down on mismatches. If anything has changed since your last report, update it in the filing rather than submitting a separate amendment.
How to File and What It Costs
Online filing through the Secretary of State’s website is fastest and cheapest. The fee schedule:6Missouri Secretary of State. Schedule of Fees and Charges
- Annual report online: $20
- Annual report on paper: $45
- Biennial report online: $40
- Biennial report on paper: $90
Filing online saves $25 per report for a for-profit corporation.1Missouri Secretary of State. General Services and Filings Online payments go through by credit card or ACH. Paper filings go to the Corporations Division in Jefferson City with a check payable to “Secretary of State,” and they take longer to process.6Missouri Secretary of State. Schedule of Fees and Charges
Late Fees
Missing the deadline costs $15 for every 30-day period the report is overdue.2Missouri Secretary of State. Other Filings Required of General Business Corporations A report three months late has already accumulated $45 on top of the base fee. The late fees are not waivable, and the state will not process the report until the full balance is paid.
What Happens If You Don’t File
Late fees are the mild consequence. The serious one is losing the corporation.
For a domestic Missouri corporation, the Secretary of State can begin administrative dissolution once the report is more than 90 days overdue.3Missouri Revisor of Statutes. Missouri Code 351.484 – Grounds for Administrative Dissolution The office sends written notice identifying the grounds, and the corporation gets 60 days to fix the problem or show that the grounds don’t apply. If it doesn’t, the Secretary of State signs a certificate of dissolution and it takes effect immediately.7Missouri Revisor of Statutes. Missouri Code 351.486 – Procedure and Effect of Administrative Dissolution
A dissolved corporation still exists for the narrow purpose of winding down: notifying creditors, liquidating assets, closing out obligations. It cannot conduct any other business. Any officer or director who conducts business beyond that narrow scope on behalf of a dissolved corporation becomes personally liable for the obligations they incur.7Missouri Revisor of Statutes. Missouri Code 351.486 – Procedure and Effect of Administrative Dissolution The liability shield most business owners rely on stops working the moment dissolution takes effect.
Foreign corporations face revocation instead of dissolution. If a foreign corporation’s report is more than 30 days late, the Secretary of State can start revocation proceedings. The corporation gets 60 days after written notice to fix the problem. If it doesn’t, the state revokes its certificate of authority and it can no longer legally transact business in Missouri.
Reinstating After Dissolution
Reinstatement is possible, but paying overdue fees is only part of it. A dissolved or forfeited corporation applies to the Secretary of State with paperwork identifying the corporation, stating the date of dissolution, and confirming the grounds no longer exist. The corporation’s name must still meet Missouri’s naming rules, and the application requires a certificate from the Missouri Department of Revenue confirming all taxes owed have been paid.
If the Secretary of State approves, reinstatement is backdated to the date of dissolution and legally treated as though the dissolution never happened. That retroactive effect can clean up contracts signed during the gap, but it doesn’t erase the disruption. Any outstanding reports have to be filed and all accumulated late fees paid as part of reinstatement, so the longer the corporation sits dissolved, the more expensive coming back becomes.