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When starting a new company, choosing a business entity is the most important decision that the founders must make. For most businesses with more than one founding member, forming as an LLC is often the best option for a number of reasons.
An LLC is an uncomplicated business structure that affords business owners legal protection by separating personal assets from business debts. Moreover, LLCs often enjoy a lower tax rate than corporations. Nevertheless, creating an LLC can get complicated depending on where you are based, with the formation process, filing fees, and continuing legal obligations differing from state to state.
Lucky for entrepreneurs based in the Show-Me State, starting an LLC in Missouri is a simple process, and what’s more, it’s one of the few states in the U.S. that doesn’t require LLCs to file an annual or biennial report.
To avoid a misstep in the filing process, follow these steps to start an LLC in Missouri, and refer to the checklist at the bottom of the post to familiarize yourself with the legal and financial requirements for LLCs in the state.
Starting an LLC in Missouri step-by-step
1. Select a name for your Missouri LLC
Follow naming requirements
There are 2 major guidelines to follow when naming your LLC in the state of Missouri:
- An LLC’s name must be distinguishable from the names of existing business entities on file with the Missouri Secretary of State.
- An LLC’s name must contain one of the following phrases or abbreviations: “Limited Liability Company”, “Limited Company”, “L.L.C.”, “LLC”, “L.C.”, or “LC.”
Check the availability of your LLC name
Now it’s time to confirm that your chosen LLC name is available for use in Missouri. Perform a search of the Missouri Secretary of State Business Name Database to make sure that another business hasn’t already laid claim to the name or one that’s overly similar.
Reserve your LLC name with the Secretary of State
Once you have an LLC name that is available to use in Missouri, it’s a good idea to reserve it with the Missouri Secretary of State to make sure that another business entity doesn’t snatch it up before you are able to file your Articles of Organization and legally form your LLC.
You can file an Application for Reservation of Name in order to reserve your name for up to 60 days (with the option of renewing the reservation for two more 60-day periods). Filing the application can be done online or by postal mail and the filing fee is $25.
2. Designate a registered agent
As in every U.S. state, forming an LLC in Missouri requires the appointment of a registered agent service to handle state and federal legal documents and service of process on the business’s behalf.
The registered agent must either be a state resident or business entity with a street address in Missouri OR if the individual or business is based out-of-state, they must have a business office in Missouri.
3. File Articles of Organization
Once you are prepared, file Articles of Organization with the Missouri Secretary of State to officially form your LLC. The articles can be filed online (requires the creation of an account with the Missouri Secretary of State’s online filing system) or through the mail. However, the online filing fee of $50 (along with a $1.25 convenience fee) is considerably less than the $105 paper and mail filing fee. Online filers may pay by credit card.
A Missouri LLC’s Articles of Organization must include the following information:
- LLC name
- Registered agent’s name and address
- LLC’s purpose
- The date that the Articles will become effective (either upon filing or at a future date)
- LLC’s duration (perpetual or temporary for a specific period)
- A statement declaring whether the LLC is member-managed or manager-managed
- The signature of an organizer
An LLC formed in a different state that intends to do business in Missouri must register with the Secretary of State.
Follow these steps to do business in Missouri as a foreign LLC:
- Comply with Missouri LLC naming guidelines and confirm that your LLC’s name is open for use in the state by searching Missouri’s Business Name Database.
- Appoint a Missouri registered agent.
- File an Application for Registration of a Foreign Limited Liability Company with the Missouri Secretary of State online or by postal mail. The online filing fee is $50 and the paper filing fee is $105.
- The application must be accompanied by either a Certificate of Good Standing or a Certificate of Existence from the LLC’s state of origin. The certificate must be dated from within 60 days of its filing with the Missouri Secretary of State.
4. Draft an operating agreement
Although not a legally mandated step for forming an LLC in Missouri, drafting a comprehensive LLC operating agreement is strongly recommended for all nascent limited liability companies.
The operating agreement should do the following:
- Describe the LLC’s business structure
- Establish the individual responsibilities and obligations of LLC members
- Detail how the LLC will be run
Without an operating agreement clarifying the specific duties of its members, an LLC may face significant legal and operational difficulties.
5. Obtain an IRS Employer Identification Number (EIN)
All newly formed LLCs in the United States must acquire an Employer Identification Number (EIN) from the Internal Revenue Service (with the exception of single-member LLCs).
The nine-digit EIN is like a social security number for a business and is necessary to pay income tax, file tax returns, open business bank accounts, and perform many other important functions.
You can apply for an EIN online on the IRS website without paying a filing fee.
6. Fulfill your Missouri LLC’s Additional Legal Obligations
Once an LLC is registered, its members must devote attention to fulfilling legal requirements that apply for the duration of the company’s existence.
Unlike a majority of other states, Missouri does not require LLCs to file annual reports, however, there may be additional legal and financial responsibilities that must be addressed.
Register with the Missouri Department of Revenue
Many LLCs active in Missouri are required to register with the Missouri Department of Revenue in order to fulfill a number of state tax obligations. This includes LLCs that collect sales tax on retail goods and LLCs with employees. Both LLCs formed in Missouri and foreign LLCs doing business in the state must fulfill this requirement.
You can register with the Missouri Department of Revenue online or through the mail.
Obtain business licenses and permits
A Missouri LLC may be required to obtain one or more state or local business licenses, permits, or certifications depending on the nature of its business and its location.
The Missouri Business Portal offers detailed information on state business licenses and permits and how to obtain them. Just follow the prompts to learn about what your LLC needs to operate in the state. However, to learn about local license requirements, you should contact a city clerk in the municipality where your LLC is based.
Missouri LLC checklist
A Missouri LLC’s name must obey the following guidelines:
- Must be distinguishable from the names of existing business entities on file with the Missouri Secretary of State.
- Must contain one of the following phrases or abbreviations: “Limited Liability Company”, “Limited Company”, “L.L.C.”, “LLC”, “L.C.”, or “LC.”
Formational documents and filing fees:
- Application for Reservation of Name – $25 filing fee (optional)
- Articles of Organization – Online filing fee: $50, mail filing fee: $105
- Application for Registration of a Foreign Limited Liability Company – Online filing fee: $50, mail filing fee: $105 (foreign LLCs, only)
- An LLC is formed in Missouri through the filing of Articles of Organization with the Missouri Secretary of State.
Additional legal obligations:
- Register with the Missouri Department of Revenue – Necessary for certain types of LLCs
- Obtain state and local business licenses– Necessary for certain types of LLCs