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How to Form an LLC in Missouri

A limited liability company (LLC) is a popular and beneficial legal structure for small businesses. It provides business owners with liability protection and potential tax advantages. One of the main reasons to form an LLC is to protect your personal assets from business liabilities.

LLC formation is easy in Missouri. Just follow along with the five steps below to start one.

We make business formation EASY. Learn about our DIY business formation services here.

Step 1: Choose a Business Name

You should pick a business name that is unique and that makes your business stand out from the competition. Your LLC name must be available and must follow Missouri's naming rules.

Find Out if Your Name is Available

To check for availability, you should first do a business name search at Missouri's secretary of state website. If there are no matches, you should continue searching for availability by doing an internet screening search. Simply type your desired company name into your favorite search engine to see if there are results.

Finally, it's a good idea to do a quick search of the United States Patent and Trademark Office (USPTO) trademark database. This final step will help you to avoid getting in trouble for infringing on another company's trademark.

Follow Missouri Naming Rules

The last step in the naming process is to make sure that you follow Missouri's naming rules. According to the Missouri Limited Liability Companies Act, your name must contain language to indicate that your company is an LLC.

To accomplish this, your name must contain one of the following: limited liability company, limited company, or an abbreviation. Acceptable abbreviations are LC, L.C., LLC, or L.L.C.

Your LLC must not include any language that could confuse it with a different type of business entity. So, the LLC name may not include any of the following words: corporation, incorporated, limited liability limited partnership, limited liability partnership, Ltd, or any abbreviation of those.

Further, your name may not include any language that could confuse your business with a government agency.

Reserve Your Domain Name

Once you have settled on a legal and unique name, you should consider checking for domain name availability. It's wise to secure your domain name as soon as possible, even if you are not starting a website immediately. That way, when you decide to launch your website, you will have a web address that's available and ready to use.

Step 2: Appoint a Registered Agent

registered agent is someone who agrees to accept legal papers for your business. In the event that someone files a lawsuit against your LLC, the official documents will go to your registered agent.

Your registered agent must have a physical street address in the state of Missouri. They must be available during standard business hours too. You cannot use a P.O. Box for this purpose.

You can be your own registered agent, or you can hire a registered agent service. With a registered agent service, another Missouri individual or business agrees to receive your business's legal papers in exchange for a small fee. You can easily find a registered agent service by doing a quick search online.

Step 3: File Articles of Organization

Articles of organization form a legal document that contains basic information about your LLC. This document lays out the structure and identifying qualities of your LLC. You will file your articles of organization with the secretary of state to officially form your LLC as a business entity.

Under Missouri law, you must include the following in your articles of organization:

  • The name of your LLC
  • Your LLC's purpose
  • A statement about whether your LLC is member-managed or manager-managed
  • The physical address of your registered office and registered agent
  • The events that would cause your LLC to dissolve, or the duration of your LLC

You can file this paperwork with the Missouri secretary of state online or by mail. If you file through the online portal, you will need to click “create an account" and follow along with the prompts.

Step 4: Create an Operating Agreement

An LLC operating agreement is an internal company document that has a similar purpose to corporate bylaws. Under Missouri law, you must have an operating agreement for your LLC.

You can use this document to form agreements among your LLC members on issues like:

  • LLC management
  • Members' rights and responsibilities
  • Profit-sharing arrangements
  • Voting procedures
  • Tax elections

Your operating agreement can also address any other important company issues. Missouri statutes make it clear that LLC members have the right to negotiate this contract and to form it in the manner that best suits the business.

After forming your operating agreement, you should store it along with your other business records. You do not need to file it with the state.

Step 5: Comply with Tax and Regulatory Requirements

Your tax and regulatory requirements will vary depending on your location and the nature of your business.

Unless you have a single-member LLC with no employees, you will probably need to apply for a federal employer identification number (EIN). An EIN is a unique number that the Internal Revenue Service (IRS) uses to identify companies for tax purposes. You can think of it as a Social Security number for your business. Getting an EIN is simple to do on the IRS website.

You will need an EIN to:

  • Open a business bank account
  • Get a business credit card
  • Hire employees
  • Apply for licenses
  • File taxes

To register for state business taxes, you can visit the Missouri Department of Revenue. Depending on the type of business you operate, you may need to pay sales taxes, franchise taxes, unemployment taxes, or others. To learn about your federal tax obligations, you can visit the IRS's page on tax information for businesses.

To find out whether you need local business licenses, you should check with your city and county officials. If you think you may need a federal license, you can visit the Small Business Administration (SBA) website. The SBA's website provides a list of business activities that would require a federal license.

Missouri LLC FAQs

Can I register my foreign LLC in Missouri?

Yes. According to Missouri statutes, foreign LLCs need to register their LLCs in Missouri to legally operate in the state. Your LLC is “foreign" if you created it in another country or another state.

You can submit your foreign LLC registration either online or by mail. The Missouri secretary of state offers a helpful guide to walk you through the process of foreign LLC registration.

Unlike other states, Missouri does not require LLCs to file an annual report.

Is an operating agreement the same as articles of organization?

No. Operating agreements and articles of organization are both required for Missouri LLCs. But they serve different legal purposes.

Your articles of organization are the legal papers you file with the Missouri secretary of state to officially form your LLC.

Your operating agreement is an internal company document. You can use this document to form a contract among your LLC members. It will address issues like profit and loss sharing, management structure, voting rights, and more. You should store this document in a safe place with your important company paperwork. Accountants, financial institutions, and others may ask for a copy of your operating agreement before providing you with professional services.

Can I reserve my LLC name?

Yes. If you want to reserve your LLC name before you form your LLC, you can do so by filing a reservation with the secretary of state online. The filing fee is $25. This reserves your name for 60 days. You can file for two extensions, if necessary.

How can I get a certificate of good standing for my Missouri business?

You may need to provide a certificate of good standing to banks, lenders, or licensing agencies. This certificate verifies that your LLC is properly formed and maintained in the state of Missouri.

You can order a certificate of good standing at the secretary of state website. This certificate will include an identifying number. This number allows any party to check the validity of the certificate online.

Can I do business under a different name?

Yes, you can do business under a different name from your LLC name. To do so legally, you need to register a fictitious business name. This is also known as a DBA (“doing business as") name.

To learn how to file a fictitious name in Missouri, you can follow along with FindLaw's three easy steps.

Your company may need a fictitious name if you would like to:

  • Sell a different product under a new name
  • Provide a new service under a different name
  • Expand into a new geographical area under a different business name

Essentially, any time you want your LLC to do business under a name other than your LLC name, you need to file a fictitious name with the state.

How an Attorney Can Help

Fortunately, forming an LLC in Missouri can be a straightforward process with FindLaw's Business Formation Service. If you need further assistance, contact an experienced business attorney who can provide you with other legal advice.

Note: State laws are always subject to change through the passage of new legislation, rulings in the higher courts (including federal decisions), ballot initiatives, and other means. While we strive to provide the most current information available, please consult an attorney or conduct your own legal research to verify the state law(s) you are researching.

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