What is a Missouri Corporation?
Missouri Corporation or Missouri INC, is a business formation registered with the Missouri Secretary of State. The Missouri Corporation will be able to issue shares of stocks to employees and investors, unlike an LLC in Missouri.
Missouri Corporation Requirements
- State Filing Fee of $58+.
- A Registered Agent located in Missouri. See our service here.
- Articles of Incorporation.
Missouri Corporation Structure
MO Corporations are structured legally with the Missouri Articles of Incorporation. Like many states, the document for a Corporation formation is short and simple.
The required information to be listed:
- Registered Agent
- Length of Life
The Corporation in Missouri shall have a name. The name of the MO Corp will be listed as Article 1.
A Registered Agent located in Missouri will be listed on the Articles of Incorporation. The name as well as the address of the agent will be recorded. The address of the Missouri Registered Agent may not be a PO Box.
If your total shares does not exceed 30,000 or the value does not exceed $30,000 there is no further information needed about the shares of stock, If the number is higher, you will need to indicate the number of shares, par value and rules on each class.
The name and physical address, be it a business or residence, of each Incorporator will be listed on the filing paperwork.
Length of Life
Missouri Corporations can have a Perpetual life or you can determine when the Corporation will close by stating the number of years the Corporation has to live.
You will be required to list a lawful purpose for which the MO Corporation was formed.
You may list the number of people on the Board of Directors and you can delay the filing date of the Corporation as options.
|Missouri Incorporation Facts|
|Incorporation Form||Articles of Incorporation|
|Filing Agency||Missouri Corporations Division|
|Filing Fee||$58 (minimum)|
|Our Fee||$203 (includes registered agent service)|
|Processing Time||Immediate (online)|
|Annual Registration Report Due||Varies|
|Annual Registration Report Fee||$45 ($20 online)|
How to File a Missouri Corporation
Missouri Corporation Information:
- Naming Your Missouri Corporation: Selecting a name is an important step in incorporating in Missouri. The name of your corporation must adhere to the laws of the state. It must also be distinguishable from all the other names of businesses already registered in Missouri. Also, you cannot register a name that falsely implies your company has a governmental affiliation. To check for availability, you can do a business name/entity search at the Missouri Secretary of State website.
- Incorporate in Missouri: Articles of Incorporation: To incorporate in Missouri, you file Articles of Incorporation with the Missouri Secretary of State Corporations Division. This formation document officially creates your Missouri corporation. There is an initial filing fee, based upon the number of shares of stock authorized and their par value. The minimum fee is $58.On your Articles of Incorporation, you are required to designate a Missouri registered agent to accept service of process for your corporation. A registered agent must have and maintain a Missouri registered office.
- Drafting Corporate Bylaws: Corporate Bylaws are the governing document of your Missouri corporation. This document outlines the ownership and the management of your company. Bylaws should be written with the goal of clarifying the operational and procedural management of the company. Your Bylaws should list the initial shareholders of the corporation, as well as their initial contributions, the amount and classes of stock they received in return for their contribution, and all rights and responsibilities that come with that stock. Corporate Bylaws should also clearly define the roles of the Board of Directors and corporate officers (President, Vice President, Treasurer, Secretary), as well as appoint individuals into those roles. A Missouri corporation is required by law to designate a President and Secretary (this may be the same person).
- Opening a Business Bank Account: To transact business, you will need a business bank account. It is with this account that you will process monetary transactions for your Missouri corporation. Processing business transactions through your personal bank account will violate the liability protection your corporation provides. A bank will likely need to see copies of your Articles of Incorporation, corporate Bylaws, and an initial resolution authorizing the opening of the account. You should contact the bank directly to find out precisely what documents the branch needs.
- After You Incorporate in Missouri: Filing an Annual Registration Report: Every Missouri corporation is required to file an Annual Registration Report. This one page document is due at the end of the month that your corporation originally filed in (if you incorporated in February, you must file by the last day of February).Annual Registration Reports can be filed online (preferred). Online filings are charged $20. Paper filings are charged $45.You must file your first report (Initial Annual Registration Report) within 30 days of incorporating in Missouri.
Can I List a PO Box for My Registered Office Address?
A registered office must have a physical street address. If you list a post office box, it must be in addition to the physical street address. A PO box alone will not be accepted.
How Do I Calculate My Missouri Incorporation Fee?
The Missouri incorporation initial filing fee is calculated in two ways, depending upon the amount of shares your corporation has authorized and the par value of those shares.
If the aggregate number of shares authorized by your Missouri corporation does not exceed 30,000 shares or the par value does not exceed $30,000, then your filing fee is $58.
If the aggregate number of shares authorized exceeds 30,000 or the par value exceeds $30,000, then the fee is $58 for the first $30,000 of authorized shares, plus an additional $5 for each additional $10,000. For example, if the value of your authorized shares was $75,000, then you would owe $58 for the first $30,000 and $20 for the $45,000 of additional value.
Note: The initial $58 fee includes a $3 fee to issue a Certificate of Incorporation, and a $5 fee for the SOS Technology Fund.
How Do I Calculate the Value of Shares With No Par Value?
If your Missouri corporation authorizes shares with no par value (par value is not the actual value of your shares, but the lowest price at which a share can be sold), then the Missouri Revised Statutes Section 351.065.2 designates that the value of each share should be calculated at $1.
Then, if you have 30,000 shares with no par value, then value of those shares is calculated at $30,000.
How Do I Know My Articles of Incorporation Filing Was Accepted?
The Missouri Secretary of State will issue a Certificate of Incorporation that will be sent to you after your filing is processed (you are charged $3 for this as part of your filing fee). A Certificate of Incorporation is legal evidence that your Missouri corporation exists.
Am I Required to Appoint Corporate Officers When I Incorporate in Missouri?
Yes. Missouri state statutes require every corporation to appoint both a President and a Secretary. This can, however, be the same person. There is no legal requirement to appoint a Vice President or Treasurer.
Do I Have to Contribute to the Missouri State Technology Trust Fund?
When you file Articles of Incorporation (or any other business filing), the Missouri Secretary of State adds a $5 fee onto your processing charge. The $5 goes into the state’s Technology Fund.
Currently, you are required to pay this additional fee, as designated by the Missouri Revised Statutes Section 351.127.1. However, the provision for this fee expires on December 31, 2017.
Missouri Registered Agent
When you incorporate in Missouri, you are required to appoint a Missouri registered agent. A registered agent is necessary to ensure that a business will receive any and all service of process (notice of a lawsuit against the company) issued by any court within the state.
A Missouri registered agent must:
- Maintain continuously a registered office within the state (must be a physical address)
- Maintain regular business hours throughout the year
- Accept service of process on behalf of clients
- Contact clients when documents are accepted
- Forward documents to clients in a timely manner
Your Missouri registered agent is also the contact point between your business and the Secretary of State. Official notices, such as Annual Registration Report reminders, will be sent to your registered agent, who is responsible for sending them to you.
Missouri Annual Registration Report
After you incorporate in Missouri, you are required to file an Annual Registration Report each year. There is a $20 filing fee for reports filed online. Paper reports are charged a $45 processing fee.
An Annual Registration Report is due initially within 30 days of incorporation. Every year after, the report is due within 30 days of your incorporation date.
This can be changed, however, in two ways. A Missouri corporation can change its reporting month by indicating a new month when filing the Annual Registration. The new reporting date will be applied the following year. You must pay a $20 fee for this change.
Alternately, a Missouri corporation can also apply to file the Annual Registration biennially. Corporations incorporated in even-numbered years are allowed to file every two years on an even-numbered year. Odd-numbered incorporations can file every two years on an odd-numbered year. The fee for a biennial report is double the annual fee, as you are still required to pay for both years of business.
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