How to Form an LLC in Missouri
Missouri Secretary of State—Corporations Division
PO Box 778
600 West Main Street
Jefferson City, MO 65102-0778
Statutory Authority: Missouri Limited Liability Company Act — Mo. Rev. Stat. § XXIII-347 (2012)
Missouri LLC General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Organization.”
3. Prepare a Letter of Transmittal.
4. Submit the completed documents, a photocopy of each, and filing fees to the Missouri Secretary of State.
Missouri Articles of Organization
The following information is legally necessary and sufficient to form a limited liability company in Missouri:
1. Company name
2. Business purpose
3. Registered agent name and address
4. Management structure
6. Name and address of each organizer
7. Effective date if other than date of filing
8. Signature and printed name of each organizer
10. Name and address to return filed document
Missouri LLC Fee Schedule
Application for Reservation of Name: $25.00
Articles of Organization: $105.00 by mail, $50.00 online
Application for Registration of a Foreign Limited Liability Company: $105.00 by mail, $50.00 online
Certified Copy: $10.00 plus 50¢ per page Paper, $10.00 online
Articles of Termination: $25.00
Your company name must end with a limited liability company designator. In Missouri the specific limited liability company designators are: “Limited Liability Company” “Limited Company” “L.L.C.” “LLC” “L.C.” “LC”
Conduct an entity name search on the Missouri Secretary of State website to confirm the availability of your company name.
If the name you want is available you can reserve it for 60 days by filing an “Application for Reservation of Name” and paying a name reservation fee of $25.00. NOTE: Reserving your company name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
Missouri requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Missouri resident or active Missouri business entity that has a Missouri street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Missouri resident and have a Missouri street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form a Missouri limited liability company. Nevertheless, Missouri permits you to add other provisions to your Articles of Organization as an attachment.
The most common optional provisions are the following:
☐ Management of a limited liability company by designated managers
☐ Appointment of managers by a designated member or group
☐ Indemnification of members
☐ Indemnification of managers
☐ Right to admit new members
☐ Right to continue upon dissolution of dissociation
Post Formation and Ongoing Compliance
1. Draft and adopt an operating agreement.
2. Obtain a federal employer identification number by completing IRS Form SS-4.
3. If electing alternative tax entity filing status complete IRS Form 8832.
4. Open company bank account.
5. Create and maintain company records book.
Registering as a Foreign Entity
1. Complete the “Application for Registration of a Foreign Limited Liability Company.”
2. Attach a current (not more than 60 days old) original Certificate of Good Standing or Certificate of Existence obtained from the Secretary of State or other official that issues corporate charters in the state of formation.
3. Submit the completed documents, along with the $155.00 filing fee, to the Missouri Secretary of State.
Dissolving a Missouri LLC
1. File a “Notice of Winding Up for Limited Liability Company”, along with the $25.00 filing fee, with the Missouri Secretary of State.
2. Once you have completed the winding up of your limited liability company, complete the “Articles of Termination for a Limited Liability Company.”
3. Submit the documents, along with the filing fees, to the Missouri Secretary of State.