Quick facts about forming a Missouri LLC
| Item | Details |
|---|---|
| State filing fee (online) | $50 |
| Card processing fee | $1.25 ($51.25 total; paying by e-check costs $0.50 instead) |
| Paper filing (by mail) | $105 |
| Processing Time | Online filings are often approved the same day; mailed filings take several weeks |
| Annual Report | Not required for LLCs |
| Registered Agent Required | Yes, with a physical street address in Missouri |
| State Franchise Tax | None for LLCs |
| Business License | No statewide business license, but local permits may be required |
| Managing Authority | Missouri Secretary of State, Corporations Division |
How to start an LLC in Missouri in 5 steps
Missouri, the “Show Me” state, is a business-friendly state that offers incentive programs for new and existing businesses. It is ranked in the top 15 tax-friendly states, and is home to over half a million small businesses that make up the vast majority of private enterprises in the state.
A limited liability company, LLC, is a type of business entity that is similar to a corporation, but is more flexible and easy to form and maintain. It may offer some of the benefits associated with a corporation, mainly the separation of personal and business assets and personal liability protection, and tax advantages.
Starting your LLC in Missouri has the potential to give you access to tax credits, incentive programs, and loans that help you save money for the purpose of reinvestment and growth as your business grows. Your LLC does have to meet the required criteria to qualify for the incentives, but in the event your business doesn’t qualify, you can still take advantage of Missouri’s easy LLC formation process.
Making an LLC is the next step toward turning your sole proprietorship into a more formal business structure, forming a partnership, protecting your assets, and gaining access to capital.
You need to take the following steps to create your Missouri LLC:
- Name your Missouri LLC
- Choose your registered agent
- File articles of organization
- Create an operating agreement
- Apply for an EIN
You’ll find a detailed outline to walk you through each step below.
Step 1: Name your Missouri LLC
Per the Secretary of State of Missouri, the name of your LLC has to be distinguishable from any other business entity that’s currently registered in the state. You can run a Missouri business entity search using the Secretary of State database for your business name. If the name you want to use has been reserved or taken by another entity, you have to change the proposed name of your business to make it unique and distinguishable. You can reserve a name for $25; a reservation lasts 60 days and can be extended up to 180 days in total.
Your LLC name must include one of the following words or abbreviations, placed at the end of the LLC name:
- Limited liability company
- Limited company
- LLC or L.L.C.
- LC or L.C.
There are some restrictions on registering your business name. Your LLC name can’t include “corporation,” “incorporated,” “limited partnership,” “limited liability partnership,” “limited liability limited partnership” or “Ltd.” Names suggesting a government agency, or banking or insurance words, may also be restricted.
If you want to operate under a different name, you’ll need to register a fictitious name in Missouri ($7, renewed every 5 years).
Step 2: Choose a registered agent
The state requires you to name a Missouri registered agent who can receive documents delivered during business hours. A registered agent handles paperwork that comes from the government and tax offices and legal correspondence from lawyers or the courts. The registered agent has to be available during normal business hours, Monday through Friday, so that any important papers from a court can be delivered to your business in a timely manner. You have a few options for nominating a registered agent in Missouri.
Can you be your own registered agent in Missouri?
You can opt to act as your own registered agent for your LLC. To qualify to serve as a registered agent, you have to be an individual who is a resident of the state of Missouri and has a business address that’s identical to your LLC’s registered office. Another option is to utilize a corporation authorized to transact business in the state and has a business office that’s identical to its registered office. At Tailor Brands, we offer a registered agent service capable of accepting paperwork on behalf of your business, freeing you from the need to be available at all times during business hours, and listing your personal information in the public record. Contact us to learn more about how our registered agent service works.
Step 3: File articles of organization
After you choose your registered agent, you’re ready to file with the Missouri Secretary of State. Once the filing is approved, your LLC exists. Yes! This is an exciting step.
Here is an overview of filing your articles of organization to form your LLC in Missouri.
Missouri Requirements
- The name of your business
- The purpose of the LLC
- The name of the registered agent in Missouri
- Management structure (run by members or run by an outside manager)
- When the business is to dissolve or if it’s perpetual (usually perpetual)
- Names and street addresses of the organizers (usually members of the LLC)
- Principal office address (optional)
- A future effective date, if you want one (up to 90 days after filing)
The effective date of the articles of organization is the date that the document is filed by the Secretary of State Missouri unless you want it to become active on a future date.
A single-member LLC will usually be member managed by default. To learn more about LLC management structures read this handy guide about the different types of LLCs.
How to file
You can file your articles of organization online or by mail.
In order to file your articles of organization online, you are required to create an account with the Missouri Secretary of State’s Online Business Filing System. Once you have created your account and can log into the system, you can file your articles of organization and pay the filing fee.
To file by mail, you need to enclose the papers in an envelope with the filing fee and mail them to:
- Corporations Division
- P.O. Box 778
- Jefferson City, MO 65102
Missouri State fees
Filing your articles of organization online costs:
- State filing fee (online): $50
- Card processing fee: $1.25
- Total: $51.25
The $1.25 is the state’s credit card convenience fee (2% plus $0.25); paying by e-check costs $0.50 instead.
The paper filing fee for filing articles of organization by mail will be $105. Filing online costs less and is faster.
This is your main expected Missouri LLC cost, but there are other fees or costs you may incur in the process.
Step 4: Create an operating agreement
An operating agreement is a document that outlines the rules for the operation of the business and assigns duties to the members of the LLC. It also outlines who has the rights, duties, and powers of the members, managers, and employees of the organization. The operating agreement is also used to make the statement of the type of management for the company. An LLC can be member-managed or manager-managed in Missouri. In summary, the operating agreement assigns responsibility to all who are involved in its operation after the articles of organization are accepted by the Missouri Secretary of State’s office.
Some of the topics that need to go into an operating agreement include the following:
- Organization
- Management and voting
- Capital contributions or how much money each member invested into the business
- Distributions
- Handling changes in membership structure
- Dissolution
Each of these topics addresses ownership, members, how the organization is managed, who has a certain amount of voting power, who has put money into the operation, who gets paid from the profits, changes to membership, and how to handle dissolving the business.
Is an operating agreement a must in Missouri?
Yes. Missouri requires members to adopt an operating agreement (RSMo 347.081). It can be written or oral and isn’t filed with the state; a written agreement is strongly recommended. Creating an operating agreement outlines responsibilities and the operation of the business and provides a defense or offense if a member decides to sue the LLC for whatever reason. The operating agreement also provides stronger protection against an attempt to pierce the corporate veil in a lawsuit.
The major risk of not having a written operating agreement comes in the form of a dispute or lawsuit. Without a written agreement, disputes are decided under the default rules in Missouri’s LLC Act, which may not match what the members intended.
What Missouri law lets you cover
Missouri’s LLC Act lists topics your Missouri LLC operating agreement may address, including:
- Groups or classes of members along with their rights and benefits
- Voting structure for business decisions
- Restrictions on membership interest transfers
- Allocation of income and losses among members
- Tax elections for the company
Step 5: Apply for an EIN
You’re likely to need an EIN, or Employer Identification Number, from the Internal Revenue Service (IRS) to report certain types of taxes to the IRS. You’ll need an EIN if your LLC has employees or more than one member, and most banks ask for one. It’s free and adds legitimacy to your business that you might not otherwise have.
Some of the benefits of getting an EIN include:
- Separation of personal finances from business
- Reduce the potential for identity theft
- Helps you apply for business loans
- Shows vendors you’re operating as a formal business that can gain access to capital
- Enables you to report payroll taxes in the event you hire employees
- Enables you to issue 1099s to contractors or freelancers under your business name
There’s no charge to get an EIN from the IRS, and you can apply online for free on the IRS website.
Your EIN is used to take care of business taxes and issue tax documents to the members of the LLC. You’ll find yourself using it for purposes that include:
- Filing federal tax returns
- Issuing Schedule K-1s to members of the LLC for their personal taxes
- Issuing 1099s or W-2s to independent contractors and employees
- Report and submit payroll taxes on behalf of W-2 employees
The EIN is something you can file for on your own, or you can take advantage of our EIN filing service to do it for you. Filing is straightforward, but you do need to make sure that you fill out the form correctly to avoid the need to correct a mistake later. If you’re unsure how to fill out the form and file it, Tailor Brands is happy to help you out.
Before you open, check which Missouri business licenses and permits your city and industry require.
FAQ
The state fee is $50 online, plus a $1.25 card processing fee ($51.25 total; $0.50 if you pay by e-check). Filing by mail costs $105.
Online filings are often approved the same day; mailed filings take longer, often several weeks.
Yes, all Missouri LLCs must appoint a registered agent with a physical address in the state.
Yes. Missouri requires members to adopt an operating agreement (RSMo 347.081). It can be written or oral and isn’t filed with the state; a written agreement is strongly recommended.
Missouri does not require annual reports for LLCs, which makes ongoing compliance easier than in many other states.
No, Missouri does not impose a franchise tax on LLCs.
Yes, nonresidents can form an LLC in Missouri as long as they appoint a registered agent with a Missouri street address.
Missouri does not have a statewide business license, but many cities and counties require local business licenses or permits.
