What is a Missouri LLC?
A Missouri LLC is formed by filing Articles of Organization with the Secretary of State and paying the appropriate filing fee. A Missouri LLC is governed by its Operating Agreement, which is written and agreed upon by its members, and which lays out the management structure of the company. Each member offers a capital contribution in return for an ownership percentage.
Learn more below about the structure of a Missouri LLC and how one is formed.
Missouri LLC Requirements
- Missouri Limited Liability Company Articles of Organization.
- State Filing Fee of $50 Online ($105 by Paper).
- A Registered Agent in Missouri.
- Beneficial Ownership Information Report filing. Your report must be submitted after company formation starting January 1, 2024.
Missouri LLC Structure
MA Limited Liability Companies are structured legally with the Missouri Articles of Organization for a Limited Liability Company. Like many states, the document for an LLC is short and simple.
The required information to be listed:
- Registered Agent
- Length of LLC’s Life
When choosing your name for a Missouri LLC, it must contain certain wordage. You can use “Limited Liability Company”, “Limited Company”, “LC”, “L.C.”, “LLC” or “L.L.C.”.
The purpose of why the Missouri Limited Liability Company was created is to be listed as an article.
The name of the Missouri Registered Agent and the address of the agent is to be listed. The agent may not have a PO Box as their address.
The management of the MO LLC will be declared as Member managed or Manager managed.
You may list a date the LLC will end it’s life or you can have the LLC live on as perpetual.
All Organizers of the Missouri LLC will be required to sign and date the Missouri Articles of Organization.
|Missouri LLC Facts
|Articles of Organization
|Agency to File With
|Secretary of State Corporations Division
|$60 ($105 for paper filing)
|$205 (includes registered agent service)
How to File a Missouri LLC
Steps in forming a Missouri LLC:
- Before You File: Name Your LLC: The first step in forming your Missouri limited liability company is selecting the right name for your business. Naming a company is not necessarily difficult, but there are a few legal restrictions to keep in mind. Your Missouri LLC name must include one of the following designators: Limited Company, Limited Liability Company, LC, LLC, L.C., or L.L.C. You cannot use any of the following terms: corporation, incorporated, limited partnership, limited liability partnership, limited liability limited partnership, or any abbreviation of these terms (including Ltd.). The name must also be distinguishable from all other entities already registered in Missouri.
- Forming an LLC: Filing Articles of Organization: To form a Missouri LLC, you must file Articles of Organization. This formation document is submitted to the Corporations Division of the Secretary of State. There is a $50 filing fee for online filings and $105 for submitting a paper document. Articles of Organization lays out basic information about your Missouri LLC, such as your company name, business purpose, the name and address of your Missouri registered agent, and the management of your LLC.
- Write an LLC Operating Agreement: An Operating Agreement is a document that lays out the ownership and management of your LLC. It is an internal governing document, a kind of blueprint for how your company will operate. An Operating Agreement addresses big picture issues, rather than smaller day to day details. Your Operating Agreement should list the initial members of your LLC, including their initial contributions to the LLC and their particular ownership share. Any special rights and responsibilities that come with membership should be addressed, as well as how new members can buy into the company and how old members can sell out. The Operating Agreement needs to also address the management of your LLC: whether the company will be managed by its members or by a manager; the duties of management and members; procedures for annual meetings; voting rights; and issues such as conflict of interest. The purpose of an Operating Agreement is to make clear how the company runs and to give a clear guide for avoiding and resolving inner-company conflict.
- Opening a Bank Account for Your LLC: If you intend to transact business, your Missouri LLC will likely need a business bank account. It is not advisable to process business transactions through your personal bank account, as this invalidates the limited liability protection your LLC offers you. A bank will generally need to see copies of your Articles of Organization, Operating Agreement, and an initial resolution authorizing the opening of the account. You should contact the bank branch where you intend to open an account and ask what specific requirements you will need to meet.
- Submitting a Beneficial Ownership Information Report: You must a file a BOI report with the Financial Crimes Enforcement Network after formation, starting January 1, 2024. The BOI report is free to file and must be submitted online.
Looking for a more in-depth LLC Guide? Learn How to Start an LLC in Missouri here.
How Do I Reserve a Name For My Missouri LLC?
When you form an LLC in Missouri, you can reserve a name in advance by filing an Application for Reservation of Name. This is filed with the Corporations Division. There is a $25 filing fee.
Perpetual Existence vs. Set Duration
When you form a Missouri LLC, you must indicate on the Articles of Organization the duration of existence of your company. You can select a particular time frame, such as a number of years during which the LLC will exist and after which it will automatically dissolve. Or you can select particular events, such as the death of a member, upon which the company will dissolve.
The other option is to assign a perpetual existence. Perpetual existence means your Missouri LLC will continue to exist, irregardless of events or passage of time, until a Certificate of Withdrawal is filed with the Corporations Division and the company is formally dissolved.
Affidavit Filing for Missouri LLCs Renting or Leasing Property
Any Missouri LLC that owns and rents/leases property, or owns unoccupied property, located within a home rule city with a population above 4,000 that is located in more than one county, is required to file an affidavit with that city’s clerk. The affidavit must list the name and address of at least one person who has management control and responsibility for the property.
Is an LLC Member Liable for the Debts of the Company?
Missouri Revised Statutes Section 347.057.1 states clearly that an individual who is either a member or manager (or both) cannot be held liable for the debts, obligations or liabilities of an LLC.
Federal Beneficial Ownership Information Report Filing
As a newly-formed LLC, you’ll probably need to submit a Beneficial Ownership Information (BOI) Report to the Financial Crimes Enforcement Network (FinCEN). The BOI report provides the federal government with basic information about your LLC and the people with the most power over your business decisions and profits. Starting January 1, 2024, this report is due following company formation. This report is a little complicated, but we can make filing painless with our $9 BOI report filing service.
Why Hire Corporate Filing Solutions to Form Your Missouri LLC?
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