While forming a limited liability company (LLC) is a simple enough process, there are differences from state to state that are important to be aware of. To help you avoid potential issues, we created this simple guide on how to start an LLC in Missouri. Learn everything you need to know to establish a Missouri LLC today.
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Before Establishing an LLC in Missouri
There are a few items you will want to take care of before you start an LLC in Missouri, as they are essential to the success of getting your business entity set up and avoiding costly delays. The sections below include more detail.
The Missouri Limited Liability Company Act
Effective since 1997, the Missouri Limited Liability Company Act lays the ground rules concerning LLCs operating within the state. The act does a good job of distinguishing how LLCs are treated differently from corporations and what you can expect in terms of LLC formation.
It is essential to periodically check for changes in laws that impact how your LLC is recognized or gets taxed.
Decide What Type of LLC You Want To Create
Before establishing a Missouri LLC, you should determine what type of structure best suits your vision, as multiple options are available:
- Single-member LLC: An LLC owned and managed by a single person. It does not have employees, and the owner may run it using a Social Security number instead of an employer identification number (EIN).
- Member-managed LLC: Made up of multiple parties who collectively decide how the LLC gets run. It may include individuals, partnerships, corporations, etc., according to what’s allowed by state law.
- Manager-managed LLC: An entity where one or more parties get directly appointed to make decisions on behalf of the LLC.
- Series LLC: A unique group of LLCs operated in a tiered structure, where the top-most LLC owns the lower-tiered entities. Each of the lower tiers in the series is somewhat independent, with its own assets, financial management and liability shielding.
- L3C or Low-profit LLC: A type of LLC where the primary goal is a stated social mission. It is meant to fill the gap between choosing a for-profit and a nonprofit business venture.
Start Your Missouri LLC in 3 Steps
Setting up an LLC only requires a few simple steps, as detailed in the following sections.
1. Choose a Business Name
Before filing your LLC documents, you should make sure your desired business name is available to use. The easiest way to double-check is the Secretary of State website’s business entity search engine.
If you settle on a preferred name but require some extra time to prepare your LLC filing, you can hold the name by submitting an Application for Reservation of Name form. The fee is $25 per LLC name you wish to hold.
Missouri lets you hold the name for 60 days, beyond which you need to renew your reservation. By law, the maximum you can hold any name is 180 days.
2. Get a Registered Agent
Missouri requires that LLCs have a registered agent, a party responsible for receiving and processing legal documents on behalf of the business. It is possible for an LLC owner, member or employee to be designated an agent, but they must be at least 18 and have a physical address within the state.
Alternatively, you may hire an individual or business to act as your registered agent within Missouri. You should expect to pay between $50 and $300 yearly for their services; these fees are typically in addition to filing costs. Read reviews and perform due diligence to ensure the best possible long-term deal.
3. File Missouri LLC Articles of Organization
When you are ready, complete your Articles of Organization, including a filing fee of $105 for domestic LLCs. Meanwhile, foreign entities establishing Missouri LLCs complete an Application for Registration of a Foreign Limited Liability Company; the $105 charge remains the same.
Although designed for online completion, you have the option to print the blank document and fill it out later. In either case, the document must be signed and mailed to the Corporations Division, PO Box 778, 600 W. Main St., Room 322, Jefferson City, MO 65102. You can also file them online with the Missouri Business Registration Online Portal.
What to include in the Articles of Organization
Be sure to include everything in the Articles of Organization necessary to establish your Missouri LLC. Before filing, be sure to account for the following information:
- Name of your LLC business
- Stated reason or purpose for which you intend to form the LLC
- Name and address associated with the registered agent
- Physical or business address and name of all organizers
- Whether the business will be manager- or member-managed
- Stipulations for the length of existence or how the LLC may be dissolved
Additional provisions for your business can be laid out in the accompanying operating agreement. Don’t worry if you need to relocate within the state; changing your LLC’s address isn’t too difficult.
How Much Does it Cost to File an LLC in Missouri?
The Missouri Secretary of State allows new LLCs to either submit articles of organization online for $50 or by mail for $105. Filing electronically eliminates the need for paper and postage and will get your information to the state more quickly and securely. You’ll need to make sure you have a valid email address to create an account for the online portal, and all filings must be paid with a credit card.
Depending on what services your LLC offers, you may also be required to have a Missouri business license or seller’s permit. The fees will vary depending on your industry, city and county where you are doing business.
What To Do After Setting Up Your Missouri LLC
Keeping your business going and in good standing should be the next priority once you can establish a limited liability company. The following sections include tips for handling your Missouri LLC over the long term.
Get an EIN
An EIN, sometimes called a federal EIN (FEIN) or federal tax identification number (FTIN), is required for most businesses. A single-member LLC can use the owner’s Social Security number. Still, EINs are ideal for all types of LLCs as they help protect one’s SSN from identity theft and preserve the owner’s privacy. They are available for free on the IRS website.
Pay Your Taxes
Although Missouri LLCs do not have to file annual reports or pay state income taxes, there may still be some vital tax obligations about which you should be mindful. For instance, LLCs taxed as a partnership must complete the Missouri Partnership Return of Income (Form MO-1065) in addition to the federal Form 1065.
Also, be sure to check that you are filing your LLC tax documents correctly according to how you formed your business entity. Remember that single-member LLCs and partnerships usually get treated differently than those that elect to be taxed as corporations.
Create an LLC Operating Agreement
In Missouri, LLCs must have an operating agreement (but are not required to file it with the state). This document details plans for the business and how the owners or members intend for the businesses to operate. Operating agreements determine day-to-day responsibilities, which members have the most direct say in how the business functions or reveal voting power according to one’s level of financial investment.
In addition, an operating agreement is ideal for legitimizing the business by demonstrating a thorough game plan and long-term goals for the LLC.
Missouri Company Formation Resources
In addition to the above LLC guide, Forbes Advisor offers additional resources for those looking to form businesses in Missouri. If you are interested in learning more, please read our articles on starting a business in Missouri. Additionally, we provide more detailed insight into using the state’s business entity search engine. Missouri has many Small Business Development Centers throughout the state that you can access for assistance with your business.
LLC State Guides
Frequently Asked Questions
What is an LLC?
A limited liability company balances the relative ease and flexibility of a partnership or sole proprietorship structure with the increased risk protection of a corporate structure. Like corporate shareholders, LLC owners (known as “members”) enjoy limited liability, meaning personal liability to the company includes only what members have invested and does not extend beyond it to cover corporate losses or debts.
By default, members of an LLC pay taxes as a share of personal income just as owners of a sole proprietorship or general partnership would—this is often referred to as a “pass-through” tax structure. An LLC can elect to be taxed as a C corporation C-corp or S corporation (S-corp) if it meets certain requirements. Many small business owners choose LLCs for their simplicity and flexibility.
Do I have to file an annual report for my Missouri LLC?
No. Unlike most U.S. states, Missouri does not require LLCs to file yearly reports.
Does Missouri require me to file income taxes for my LLC?
For the most part, Missouri LLCs do not pay income taxes. They are typically treated as partnerships and passed directly through individual taxes.
Do I have to file taxes for my Missouri LLC if it has no income?
If you treat your LLC as a corporation, all corporations must make annual corporate tax filings, regardless of whether they earned income.
Does Missouri require an operating agreement for an LLC?
Yes, Missouri requires that all LLCs create an operating agreement. However, there is no requirement that it be filed with the state.
How do I add a member to an LLC?
To add a member to your LLC, you must draft an amendment to the operating agreement. You will need to meet and vote on the amendment if there are already existing members. If members vote in favor of the change, you must adopt and update the agreement.
How do I change ownership of a Missouri LLC?
You should first determine what parts of the LLC, if not the entire thing, will be impacted by the change in ownership. Afterward, you will likely need to update the LLC operating agreement and submit an amendment to the Articles of Organization to the state.
How do I dissolve an LLC in Missouri?
Notify the state of your intention to dissolve or transfer the LLC through either a Notice of Winding Up or a Notice of Abandonment of Merger or Consolidation of Limited Liability Company form and pay a $25 fee.
