How to Form an LLC in Missouri

Here are the steps you need to take to start a limited liability company (LLC) in Missouri.

A limited liability company (LLC for short) is a way to legally structure a business. It combines the limited liability of a corporation with the flexibility and lack of formalities provided by a partnership or sole proprietorship. Any business owner who seeks to limit his or her personal liability for business debts and lawsuits should consider forming an LLC.

Here are the steps you need to take to form an LLC in Missouri. For more information on how to form an LLC in any state, see Nolo's article How to Form an LLC.

  1. Choose a name for your LLC.
  2. Appoint a registered agent.
  3. File Articles of Organization.
  4. Prepare an operating agreement.
  5. Comply with tax and regulatory requirements.

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 online or by mail with an Application for Reservation of Name (BE 1) with the Missouri Secretary of State. The filing fee is $25.

2. 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.

3. 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
  • the LLC's 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 will be member-managed or have a manager
  • whether the LLC's duration will be perpetual or for a specified period
  • the name and address of each organizer
  • the effective date of the Articles--may become effective on filing or a specified future date, and
  • the signature of 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.

4. Prepare an Operating Agreement

Starting in 2018, Missouri's LLC law requires LLC members to adopt a written operating agreement. The Operating Agreement is the primary document that establishes the rights, powers, duties, liabilities, and obligations of the members among themselves and to the LLC. The Operating Agreement is purely an internal document and is not filed with the Secretary of State. If an existing or newly created LLC does not adopt an operating agreement, its existing articles of organization, bylaws or operating agreement, and/or its member control or limited liability company agreement will collectively become its operating agreement.

For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use Nolo’s Online LLC.

5. Comply with 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. For local licenses, check with the clerk for the city where the LLC's primary place of business is located (or county if it is in an unincorporated area). For state license information, check the State of Missouri's Missouri Business Portal. For more information, see Nolo's article How to Get a Small Business License in Missouri.

Department of Revenue: 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 article Missouri LLC Annual Filing Requirements.

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.

6. 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 may be filed online or by mail. The filing fee is $50 for online filing, $105 for filing by mail.

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.

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