How to Form an LLC in Missouri
To form an LLC in Missouri, here's everything you need to know.
1. Choose a Name for Your LLC
Under Missouri law, an LLC name must contain the words "Limited Liability Company," “Limited Company,” or the abbreviations "LLC," “L.L.C.,” “LC,” or “LLC.”
Your LLC’s name must be distinguishable 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 by mail an Application for Reservation of Name (BE 1) with the Missouri Secretary of State. The filing fee is $25.
2. File Articles of Organization
A Missouri LLC is created by filing Articles of Organization (LLC 1) with the Missouri Secretary of State. The articles must include: the LLC's name and address; its purpose (this must be specific--state in one line what the LLC will do to earn a profit); the name and address of the LLC’s registered agent; whether the LLC's duration will be perpetual or for a specified period; whether the LLC will be member-managed or have a manager; and the name and address of each organizer. The articles may be filed online at the Missouri Secretary of State's online filing portal, or filed by postal mail. The filing fee is $50 for online filings, and $105 for paper filings. Online filers must also pay an additional $1.25 convenience fee.
3. Appoint a Registered Agent
Every Missouri LLC must have an agent for service of process in the state. This is an individual or business entity that agrees to accept legal papers on the LLC’s behalf if it is sued. The registered agent may be a Missouri resident or a Missouri or foreign corporation authorized to do business in Missouri. The registered agent must have a physical street address in Missouri. See The State of Missouri - Registered Agents for a list of registered agents in the state.
All of the paperwork and procedural steps to start a limited liability company in Missouri can be done online using Nolo's Missouri Online LLC Formation application.
4. Prepare an Operating Agreement
An LLC operating agreement is not required in Missouri, but is highly advisable. For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use Nolo’s Online LLC. If an operating agreement is created, it need not be filed with the Articles of Organization.
5. Publication Requirements
6. Comply with Other Tax and Regulatory Requirements
Additional tax and regulatory requirements may apply to your LLC. These may include:
EIN: If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN), even if it has no employees. If you form a one-member LLC, you must obtain an EIN for it only if it will have employees or you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online EIN application on the IRS website. There is no filing fee.
Business Licenses: Depending on its type of business and where it is located, your LLC may need to obtain other local and state business licenses.
Department of Revnue: In some cases, for example if you have employees or will be selling goods and collecting sales tax, you’ll need to register with the Missouri Department of Revenue (DOR). You can register online using the DOR’s Online Business Registration website or on paper (typically Form 2643). For more information on state LLC tax registration, check Nolo's LLC Annual Report and Tax Filing Requirements: A 50-State Guide.
7. No Annual Report Filings
Unlike most other states, Missouri currently does not require LLCs to file an annual report.
8. Foreign LLCs Doing Business in Missouri
To do business in Missouri, all LLCs organized outside of the state (called foreign LLCs) must register with the Missouri Secretary of State. Foreign LLCs must appoint a registered agent for service of process physically located in Missouri. To register, file an Application for Registration of a Foreign Limited Liability Company (LLC 4) with the Missouri Secretary of State. The application must be filed by mail. The filing fee is $105.
The application must include a current certificate of good standing/existence from the secretary of state or other similar official in the LLC’s home state. It must be dated within 60 calendar days from the date of filing the application.