How to Incorporate in Missouri
Missouri Secretary of State—Corporations Division
PO Box 778
600 West Main Street
Jefferson City, MO 65102-0778
Statutory Authority: The General and Business Corporation Law of Missouri — Mo. Rev. Stat. § XXIII – 351 (2012)
Missouri Incorporation General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Incorporation.”
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 Incorporation
The following information is legally necessary and sufficient to form a for-profit corporation in Missouri:
1. Company name
2. Registered agent name and address
3. Number and par value of authorized shares
4. Name and address of each incorporator
5. Name and address to return filed document
7. Business purpose
8. Number of directors and effective date if other than date of filing
9. Signature and typed or printed name of each incorporator
Missouri Incorporation Fee Schedule
Application for Reservation of Name: $25.00
Articles of Incorporation: $58.00 minimum (based on $30,000 or less of authorized capitol)
Application for Certificate of Authority: $155.00
Certified Copy: $10.00 plus 50¢ per page paper, $10.00 online
Annual Registration: $45.00 paper, $20.00 online
Articles of Dissolution: $25.00
Your company name must include a corporate designator. In Missouri, the specific corporate designators are: “Incorporated” “Corporation” “Company” “Limited” “Inc.” “Corp.” “Co.” “Ltd.”
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 corporation. Nevertheless, Missouri permits you to add other provisions to your Articles of Incorporation as an attachment.
The most common optional provisions are the following:
☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election
Post formation and ongoing compliance
1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. File an “Annual Registration Report.”
Registering as a Foreign Entity
1. Complete the “Application for Certificate of Authority for a Foreign For-Profit Corporation.”
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 incorporation.
3. Submit the completed documents, along with the $155.00 filing fee, to the Missouri Secretary of State.
Dissolving a Missouri Corporation
1. If your corporation has not yet commenced business or issued shares, complete the “Resolution to Dissolve Affidavit.”
2. If you have commenced business and issued shares you must complete the “Articles of Dissolution.”
3. After winding up the corporation’s affairs you will file a “Request for Tax Clearance” with the Missouri Department of Revenue.
4. Once you have the “Certificate of Tax Clearance” you can file the “Request for Termination.”
5. Submit the appropriate dissolution documents, along with the filing fees and “Certificate of Tax Clearance”, if required, to the Missouri Secretary of State.