To form a corporation in Missouri, you need to take the steps set forth below. To find out what's required to form a corporation in any other state, see Nolo's Forming a Corporation.
Your corporation's name must contain one or more of the following words (or an abbreviation): "Incorporated," "Corporation," or "Company." The word company must not follow the word "and" or "&" or "Limited."
Your corporation's name must be recognizably different from the names of other business entities already on file with the Missouri Secretary of State. Names may be checked for availability by searching the Missouri Secretary of State's business name database. You may reserve a name for 60 days (and renew for two additional 60-day periods) by filing an Application for Reservation of Name with the Missouri Secretary of State. The filing fee is $25.
Your corporation is legally created by filing Articles of Incorporation with the Missouri Secretary of State. The articles must include the corporate name and address; the name and address of an agent for service of process; the number of shares the corporation is authorized to issue; the name and address of each incorporator; the purpose; and whether existence is perpetual or limited.
The articles may be filed online or by mail. The filing fee is $58 if the total share dollar amount is $30,000 or less. An additional $5 must be paid for every additional $10,000 of authorized shares.
Every Missouri corporation must have an agent for service of process in the state. This is an individual or corporation that agrees to accept legal papers on the corporation's behalf if it is sued. The "registered agent" may be a Missouri resident, a Missouri corporation, or a foreign corporation authorized to do business in Missouri. The registered agent must have a physical street address in Missouri. The agent should agree to accept service of process on your corporation's behalf prior to designation.
Bylaws are an internal corporate document that set out the basic ground rules for operating your corporation. They are not filed with the state. Your corporation is not legally required to have corporate bylaws, but you should adopt them because they (1) establish your corporation's operating rules, and (2) help show banks, creditors, the IRS, and others that your corporation is legitimate. For corporate bylaw forms, see Nolo's website or Incorporate Your Business, by Anthony Mancuso (Nolo). Corporate kits also typically contain sample bylaws.
Keep your bylaws, articles, stock certificates, minutes of shareholder and director meetings, and other important papers in a corporate records book. You can use a three-ring binder or order a corporate records kit through a corporate kit supplier.
The incorporator—the person who signed the articles—must appoint the initial corporate directors who will serve on the board until the first annual meeting of shareholders (when the board members who will serve for the next term are elected by the shareholders). The incorporator must fill in an "Incorporator's Statement" showing the names and addresses of the initial directors. The incorporator must sign the statement and place a copy in the corporate records book. The statement need not be filed with the state. For a sample Incorporator's Statement, see Incorporate Your Business, by Anthony Mancuso (Nolo).
At the first board meeting, the directors appoint corporate officers, adopt bylaws, select a corporate bank, set the corporation's fiscal year, authorize issuance of shares of stock, and adopt an official stock certificate form and corporate seal. Share issuances by small privately held corporations are usually exempt from federal and state securities laws--see the Nolo Corporations FAQ.
Record the directors' actions in corporate minutes prepared by the incorporator or any of the directors. For corporate meeting minute forms, see Nolo's website or refer to Incorporate Your Business, by Anthony Mancuso (Nolo).
All Missouri corporations and foreign corporations authorized to do business in the state must file an Annual Report with the Missouri Secretary of State. Annual reports are due at the end of the month that the corporation incorporated or qualified to do business. The Annual Report may be filed online or by mail. The filing fee is $25.
Your corporation must obtain a federal employer identification number (EIN). You may obtain an EIN by completing an online application on the IRS website. There is no filing fee.