How to Form an LLC in Missouri in 7 Steps
Forming a limited liability company (LLC) in Missouri involves many important steps such as choosing a name for your LLC, appointing a registered agent, filing articles of organization, obtaining an EIN, and setting up business and tax accounts.
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A limited liability company (LLC) is a popular legal structure for small businesses. This business structure 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 six steps in the step-by-step process below to learn how to start an LLC.
Steps to Form an LLC in Missouri
Name Your LLC
You should pick a business name that is unique and that makes your business stand out from the competition. Your Missouri LLC name must be available and must follow the state’s naming rules.
Make sure your name is available by doing a business name search on the Missouri Secretary of State Corporations Division 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.
Also be sure to 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 business name 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.
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. Under R.S.MS §347.025, this reserves your name for 60 days. You can file for two extensions, if necessary.
Get a Registered Agent
A registered agent accepts service of process for your LLC. In the event that someone files a lawsuit against your Missouri business, the official documents will go to your registered agent.
Under R.S.MS §347.030, your Missouri registered agent must have a physical street address within the state. They must be available during standard business hours too. A P.O. Box may be listed as a registered office address only if a physical street address in the same city is also listed.
You can be your own registered agent, or you can hire a registered agent service. Using a registered agent service can help business owners maintain privacy and ensure compliance with state requirements by reducing the risk of missing important notices and deadlines.
File Your Articles of Organization
Your LLC is formed by filing articles of organization with the Missouri Secretary of State Corporations Division. 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. Under R.S.MS §347.039, you must include the following when you file articles of organization and start an LLC:
- 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 choose online filing through the business portal, you will need to click “create an account” and follow the prompts. The state fee for filing Missouri articles of organization is $105 for paper filing and $50 for filing a domestic LLC online.
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Draft 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.
Get an EIN
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 your employer identification number as a Social Security number for your business. Getting an EIN is simple to do on the IRS website. To learn about your federal tax obligations, you can visit the IRS’s page on tax information for businesses.
You will need an EIN to:
- Open a business bank account
- Get a business credit card
- Hire employees
- Apply for licenses
- File taxes
Set Up Business and Tax Accounts
Your tax and regulatory requirements will vary depending on your location and the nature of your business. 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 other state taxes. Check to see if your LLC is required to register with the Missouri Division of Employment Security for unemployment tax purposes. Also, your LLC may have to carry worker’s compensation coverage through the Missouri Division of Workers Compensation.
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.
Check for Additional Federal or State Requirements
Check state and federal websites to determine if there are any specific rules for your business. For example, some LLCs may have to file a Beneficial Ownership Information Report (BOIR) with FinCEN. Under current law, LLCs created in the United States are “domestic reporting companies” and are exempt from the BOIR requirement.
However, laws may change, so stay up to date with state and federal requirements.
Business and Tax Requirements in Missouri
Depending on the type of business, your LLC may be subject to different Missouri state taxes.
State Business Tax
You can visit The Missouri Department of Revenue and the Department of Labor and Industrial Relations, Division of Employment Security website to register your LLC online. Your LLC’s tax number should be issued within 10 business days.
State Employer Tax
If your LLC has employees and makes payment of wages to a resident or nonresident individual, you must obtain a Missouri Employer Tax Identification Number and pay the state employer withholding tax. Withholding is the tax that an employer deducts and withholds from employees’ wages every pay period.
Sales and Use Taxes
Sales tax is applicable on all retail sales made from a location within the state of Missouri. Vendor’s use tax is applicable on all sales made by out-of-state vendors where goods are shipped into Missouri and where title passes within the state of Missouri. Any person or company that has a business location in Missouri from which they sell or lease goods or provide a taxable service to a final consumer is required by law to collect and remit Missouri sales tax.
Business Licenses and Permits
LLCs operating in the state of Missouri may be required to obtain local licenses or permits. The application process, requirements, and laws are subject to change according to the local authority of each city. Based on the type of business your LLC conducts, it may be subject to one of the following categories of business licensing and permits:
- Professional licenses
- Agricultural licenses
- Environmental permits, certifications, or registrations
You should check with the city or county where your business is located to learn more about local business requirements.
Registration in Other States
If you want to do business in another state, you will likely have to apply to register as a foreign LLC. You may need to show a certificate of good standing as part of the application process or otherwise prove your LLC’s compliance in its home state.
Annual Filing Requirements in Missouri
Missouri is one of the few states that do not require LLCs to file an annual report or pay an annual fee to the Secretary of State. If you need to make changes to your LLC, you can do so by filing an amendment of articles of organization with the Secretary of State and paying the $25 filing fee.
FAQs About Missouri LLC Formation
The cost of an LLC in Missouri can vary. Once you pay the filing fee to form your LLC, you may pay different business taxes, fees, and other expenses depending on the type of business you have, where you’re located, and whether you have employees. A schedule of fees commonly associated with LLCs in Missouri can be found on the Secretary of State’s website.
The filing fee to register an LLC in Missouri and receive your certificate of organization is $105 for paper filing (by mail or in person) and $50 for online domestic filing.
Missouri LLCs are not required to file annual reporting fees. If you need to amend your articles of organization, there is a $25 fee. You may be required to pay local business license or permit fees. You should also be sure to pay any required taxes while your LLC is in business.
Aspiring entrepreneurs can choose the type of LLC they want to form in Missouri.
- Single-member LLC: A single-member LLC is owned by a single person or business entity and is taxed similarly to a sole proprietorship. This type of LLC is treated like what would be considered an individual for income taxes, so you won’t have to pay any special considerations when it comes to reporting your company’s profit or loss on your personal income tax return. Another advantage is that you’ll be able to deduct what are called "pass-through deductions" on your personal income tax return.
- Multi-member LLC: A multi-member LLC is made up of two or more individuals or “members." These members may designate one or more "managers" to operate the business or choose to operate it themselves. The person or people vested with management responsibility have the right and authority to manage the affairs and business of the LLC. The members of a member-managed LLC are liable for all state taxes to be paid by the business. If the business appoints managers, then they are liable for such taxes.
Articles of organization is your initial LLC’s formation document. You may need a copy to accomplish certain tasks on behalf of your LLC like opening business bank accounts or applying for business licenses. If you need a certified copy, you can make a request with the Secretary of State.
In Missouri, you can order a certificate of good standing through the Missouri Secretary of State’s website or by contacting the Corporations Division. The cost to order the certificate is $10. You may need to provide a certificate of good standing for your Missouri business to banks, lenders, or licensing agencies to conduct activities in your LLC’s name. This certificate verifies that your LLC is properly formed and maintained in the state of Missouri. This certificate will include an identifying number. This number allows any party to check the validity of the certificate online.
A startup LLC in Missouri is required to file articles of organization with the Secretary of State. The LLC must list a registered agent with a physical address within the state of Missouri. In addition to articles of organization, Missouri law requires all LLCs to have an operating agreement. The operating agreement does not have to be included with the articles of organization.
The benefits of forming an LLC in Missouri are the limited liability for its owners and the beneficial tax treatment they enjoy. The owners of an LLC are generally not personally liable for the debts of the business and financial risk is limited to the amount of the owner’s investment. LLCs also do not have to file annual reports with the Missouri Secretary of State. Membership interests are freely transferable. LLCs are not required to hold annual meetings of members or managers, keep minutes of any particular meeting, issue certificates showing equity ownership, or elect officers or directors.
To maintain your Missouri LLC, be sure to comply with any state or local laws and requirements. Your LLC does not have to file annual reports or pay annual fees to the Secretary of State. You should ensure any applicable federal and state taxes are filed and paid.
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. An 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.
Yes, you can do business under a name that is different from your LLC name. To do so legally, you need to register a fictitious business name with the Office of the Secretary of state online or by mail. This is also known as a DBA (“doing business as") name. 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.
The business licenses and permits your LLC may be required to obtain depend on its location and the type of business it conducts. You should check with your LLC’s local city or county to register for required business licenses and permits.
Yes. An LLC in Missouri may be filed electronically by filing articles of organization online through the Missouri Secretary of State’s Business Registration Online Portal. You can also use an online LLC formation service, such as FindLaw’s business formation option.
The mailing address for the Missouri Secretary of State is:
Corporations Unit
James C. Kirkpatrick State Information Center
P.O. Box 778
Jefferson City, MO 65102
For deliveries that require a physical address, such as express mailings, use:
Corporations Unit
600 W Main St.
Missouri State Information Center, Room 322
Jefferson City, MO 65101-0778
Yes. Many small business owners choose to use a professional registered agent service. Some of the benefits they offer include:
- Providing your LLC with a valid physical address in Missouri
- Receipt of sensitive legal matters
- Maintaining your LLC’s good standing by receiving important notices
- Availability to receive service of process during normal business hours
A domestic LLC is an entity that first registered in Missouri. An example is an LLC that was formed and operates in Missouri and filed its articles of organization only with Missouri.
To register your Missouri LLC in another state, check that state’s applicable office to find out what is required. It is likely you will register as a foreign LLC in a state or jurisdiction outside of Missouri and will be required to obtain and submit a certificate of good standing from Missouri’s Secretary of State.
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.
To dissolve your LLC in Missouri, you should first file a notice of winding up with the Secretary of State and pay the $25 filing fee. Make sure to pay any LLC liability or debt and acquire the LLC’s assets. Once you have completed the “winding up" process, you should file articles of termination with the Secretary of State and pay the additional $25 fee.
An anonymous LLC does not disclose its owners’ personal information on the business formation documents. Reasons for forming an anonymous LLC include preventing others from easily finding information about the business owners, avoiding potential legal issues resulting from the business, and protecting the privacy of the business owners and their families.
The only states that permit the registration of an anonymous LLC are Delaware, Nevada, New Mexico, and Wyoming. Individuals that want to protect their privacy often use a registered agent service for their registered agent office address. Additional benefits of using this type of service include keeping your LLC compliant and ensuring your receive all important service of process.
Disclaimer: The information presented here does not constitute legal advice or representation. It is general and educational in nature, may not reflect all recent legal developments, and may not apply to your unique facts and circumstances. Consider consulting with a qualified business attorney if you have legal questions.
How to Start an LLC in Other U.S. States
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