Foreign LLC Qualifications

"Conflict of Laws

The laws of the state or other jurisdiction under which a foreign limited liability company is organized govern its organization and internal affairs and the liability of its members; and a foreign limited liability company may not be denied registration by reason of any difference between those laws and the laws of this state. MO. REV. STAT. § 347.151.

Registration

Before transacting business in this state, a foreign limited liability company shall register in a format prescribed by the secretary unless otherwise exempt under subdivision (5) of subsection 5 of section 347.163. Information and documentation required to register is also listed. MO. REV. STAT. § 347.153.

A foreign limited liability company may register with the secretary under any name, whether or not it is the name under which it is registered in its jurisdiction of organization, that could be registered by a domestic limited liability company. MO. REV. STAT. § 347.157

Failure To Comply With Registration

Foreign limited liability companies that do not comply with registration requirements are subject to a fine of not less than one thousand dollars. In addition to such penalty, no foreign limited liability company failing to comply may maintain any suit or action, either legal or equitable, in any of the courts of this state, upon any demand, whether arising out of contract or tort.

The failure of a foreign limited liability company to register in this state does not impair the validity of any contract or act of the foreign limited liability company or prevent the foreign limited liability company from defending any action, suit or proceeding in any court of this state.

A member of a foreign limited liability company is not liable for any debts, obligations or liabilities of the foreign limited liability company solely by reason of having transacted business in this state without registration.

A foreign limited liability company, by transacting business in this state without registration, shall be subject to certain causes of actions arising out of the transaction of business in this state.

Specified actions are not considered to be transacting business within the state. MO. REV. STAT. § 347.163."