A foreign Corporation or LLC may not transact business in this state until it obtains a certificate of authority from the secretary of state. The following activities, among others, do not constitute transacting business:

(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.

Wayfair Nexus

Missouri Gov. Mike Parson signed Senate Bill 153 into law which provides, in relevant part that, Effective Jan. 1, 2023, remote sellers with more than $100,000 of taxable sales into Missouri, in the previous calendar year or current calendar year, must collect the state’s vendor use tax rate and any applicable local use taxes. According to the bill, at the close of each calendar quarter, vendors should review the 12-month period ending on the last day of the preceding calendar quarter to determine whether the threshold was exceeded.


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