How to Start a Missouri LLC
Missouri LLC Formation – Basics & Helpful Information
This article is meant to be a general overview of the Missouri LLC formation process; including information about how to start a Missouri LLC and other basic issues related to Missouri LLCs.
Missouri LLC Filing Fees
The fee to file the Articles of Organization to create a Missouri LLC is $50.00 for online filing and $105.00 for paper filing.
Missouri Filing Time
Regular processing time for paper filing generally takes 7-10 business days. Online filing is processed immediately.
Missouri Annual Compliance Requirements
Unlike most states, Missouri LLCs are not required to file annual reports. Also Missouri does not require the LLC to pay a tax based on net income unless the LLC has elected to be classified as a corporation for federal tax purposes.
Form an LLC in Missouri
You can use this checklist to help guide you through the process of forming a Missouri LLC:
The first step in creating an LLC in Missouri is naming your business. You’ll need to check with the Missouri Secretary of State to make sure the name you’ve chosen is available. You can do this online via the Missouri Business Search.
It is also highly recommended that you check the US Patent and Trademark Office to see if someone has a federal trademark of the business name you want (the Missouri Secretary of State will not check other state’s databases or the federal trademark database). You can click here to have a comprehensive name availability search performed for you.
Your LLC name must contain the words “limited liability company” or “limited company” or the abbreviations “L.L.C”, “L.C.”, “LLC”, or “LC”. The name must be distinguishable from any other business entity on the records of the Missouri Secretary of State.See Missouri LLC Naming Criteria →
Missouri Fictitious Names
A fictitious name is similar to a “doing business as” (DBA) name. Although a fictitious name is not legally required, it is a wise business practice. Fictitious names last for 5 years and may be renewed during the last 6 months of that time period. The fictitious name can be created for a fee of $7.00 by filing a paper version of the Registration of Fictitious Name or by filing online. Missouri fictitious names are only applicable in Missouri and are not substitutes for a national trademark filing.See more info on Missouri Fictitious Names →
Missouri Articles of Organization
Your Missouri LLC is formed by signing and filing Articles of Organization with the Missouri Secretary of State You can also e-file the Missouri Articles of Organization. The Missouri Secretary of State staff will examine the articles for statutory compliance and will either approve the articles for filing or reject the articles with instructions on how to resubmit the document.
The Articles of Organization must include at a minimum:
- Name of the Missouri LLC
- Purpose of the LLC
- Physical or street address of the registered office of the LLC in Missouri
- The name and address of the registered agent
- Management structure of the LLC
- Duration of the LLC
- Name and address of each organizer
Missouri Registered Agent Information
Missouri requires that the LLC have a Registered Agent, which is an individual or a business entity the LLC appoints for the purpose of accepting service of process (lawsuit papers or legal documents) for the LLC. The registered agent can be either an individual resident in the state whose business office is identical with the registered office (which may be the same as the LLCs place of business), or a domestic or foreign corporation authorized to transact business in Missouri and whose business office is identical with the registered office. Missouri law requires that the registered agent have a permanent, physical address on the records of the Missouri Secretary of State at all times.Read more about Registered Agents →
The governing document for an LLC is called the “company agreement” or sometimes the “operating agreement”. The company agreement is to an LLC like a partnership agreement is to a partnership (or bylaws to a corporation). The company agreement governs the internal operation of the LLC and is typically a private document that is kept in the company book and the principal place of business (it is NOT filed with the state). The company agreement can address many issues, some of the more common concepts found within a company agreement are:
- Limitations on the members liabilities
- The level of consent needed to take various actions (i.e. simple majority required to add new members)
- The percentage of the LLC that each member owns
- How profits and losses are allocated between the members (typically based on ownership percentages)
- Limitations on transferability
- What each member is contributing to the LLC and what happens is such contributions are not made.
- The authority of the members, officers, managers, committees, etc.
- How meeting are conducted
One of the reasons we recommend using an LLC formation company like IncFile is that they can provide you with a company agreement in connection with their LLC formation services.
- Apply Online Yourself: The IRS has an online EIN Application you can use to get an EIN. The turn around time on the EIN using this method is only a few minutes.
- Use Form SS-4: You can get an EIN the old fashion way by completing Form SS-4 and mailing or faxing into the IRS. How long does it take to get the EIN this way? According to the IRS: if you mail in Form SS-4, it will take 4-5 weeks to get your EIN. If you fax in Form SS-4 you should have the EIN back in a week if you provide a fax number or 2 weeks if you don’t have a fax number.
- Have a Third-Party Obtain: All of the LLC formation companies have the ability to get the EIN for you. The EIN obtainment charge varies by company, but it is generally between $50 and $100. If you get one of the higher priced packages, they will sometimes throw in the EIN for free.
After you create your new Missouri LLC, you’ll need to determine if your business/profession requires any licenses or permits to conduct business.Read more about Missouri Licensing and Permitting →
If you have a non-Missouri LLC (aka Foreign LLC) and you are doing business in Missouri, you may need to register the Foreign LLC in Missouri. Each state has a different definition of “doing business”. In Missouri, the kinds of activities that would not constitute “doing business” are outlined in the Missouri Revised Statutes, Section 347.163.1.
The filing fee for the Application for Registration of Foreign LLC in Missouri is $105.See more about registering a foreign LLC in Missouri →