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Starting an LLC in Missouri

A Missouri limited liability company (LLC) is a type of business entity that offers its owners strong liability protection and pass-through taxation (by default). LLCs have a straightforward and flexible management structure. To start an LLC in Missouri, you will need to file the Articles of Organization with the Missouri Corporations Division. But first, you must name your business and choose a registered agent. You can start your Missouri LLC in one day if you file online or in person, but if you file through the mail it will take around 5-10 days. Here are the steps you’ll need to follow to officially start your LLC.

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1. Name Your LLC

Every LLC needs a unique name. You can read Missouri’s laws for naming LLCs in Mo. Rev. Stat. § 347.020. In layman’s terms, your LLC name has to:

  • Include the words “limited liability company,” or an abbreviation like “LLC.”
  • Not include words or abbreviations that suggest that your business is a different entity type, such as “limited partnership” or “inc.”
  • Not currently be in use by any other business in Missouri.

Already have a business name? Check to see if it’s available.

Can I reserve a business name in Missouri?

If you aren’t ready to file your Articles of Organization yet, you can reserve your business name for up to 180 days by submitting an Application for Reservation of Name and paying the $25 fee.

What’s the difference between my LLC’s name and an assumed business name?

The company name you write on the Articles of Organization will be your LLC’s legal name. Any other name your LLC uses for business is an assumed business name—also called a fictitious business name (FBN) or a doing business as name (DBA). In Missouri, before you use an assumed business name you must submit a Registration of Fictitious Name to the Corporations Division and pay the $25 filing fee.

Find out more about How to get a DBA Name for Your Business.

2. Designate a Registered Agent

Next, your LLC will need a Missouri registered agent. Your registered agent is the person who you designate to accept legal mail, including lawsuits, on behalf of your company. You could appoint yourself, another person, or a registered agent company to perform this function. You will need to write your registered agent’s name and address on the Articles of Organization.

Learn why the pros use a registered agent service.

What does a registered agent do?

According to MO Revised Statute § 347.030, every Missouri LLC must maintain a registered agent. Your registered agent must:

  • Have a physical address (not a P.O. Box or virtual office) in Missouri.
  • Be present at their address during regular business hours.
  • Accept legal mail in person on behalf of your business and get it to you quickly.

Can you be your own registered agent in Missouri?

Yes, as long as you don’t mind listing your name and address on the public record and keeping regular business hours at this address.

Can I change my registered agent after I start an LLC?

Yes. You can change your registered agent in Missouri at any time by filing a Statement of Change of Registered Agent with the Missouri Corporations Division. The filing fee for this form is $10.

3. Submit LLC Articles of Organization

Once you’re ready to make your LLC official, you will need to submit your Articles of Organization to the Missouri Corporations Division. You can submit your Articles online, by mail, or in person.

Note: All of the information on this form will become part of the public record.

Here’s the information you’ll need to provide about your LLC:

  • Company Name. Include the words “limited liability company” or an abbreviation.
  • Company Purpose(s). Example: To sell delicious donuts.
  • Registered Agent Name. Whoever will accept legal mail for your business.
  • Registered Agent Address. Must be an actual street address.
  • Management Structure. Whether your LLC is managed by members or managers.
  • Duration. Indicate if your LLC will dissolve on a certain date or under certain circumstances, or write “perpetual” if you want your LLC to continue indefinitely.
  • Organizer Name. Whoever fills out your Articles.
  • Organizer Address. Must be a physical address.
  • Series LLC. Only required for Series LLCs.
  • Effective Date (optional). Add a date up to 90 days in the future if you want to delay the start of your LLC.
  • Organizer(s) Signature. Doesn’t need to be a member of your LLC.

Ready to start your Missouri LLC Articles of Organization? File for free with Northwest.

How can I keep my personal information off the public record?

The names and addresses you include on the Articles of Organization become part of the public record—permanently. That means that if your personal information is on these forms, it could easily wind up in the hands of marketers, who can then sell it to other companies, and so on.

In Missouri you aren’t required to include your members’ names or addresses on the Articles of Organization. So if you hire a registered agent who lets you use their address on this form, you’ll be able to keep your personal information completely off the public record.

What’s the difference between a member-managed and manager-managed LLC?

In a member-managed LLC, all members share the day-to-day responsibilities of running your LLC. This differs from a manager-managed LLC, where the members hire one or more people to manage the LLC for them. The people who manage your LLC will be the ones who can hire or fire employees, enter into contracts, and open company bank accounts, among other things.

For help with deciding which management structure will work for you, see our page on LLC Member Vs Manager.

How do I file the Missouri Articles of Organization?

You can file your Articles with the Missouri Corporations Division online, by mail, or in person.

By mail or in person:
Corporations Division
PO Box 778 / 600 W. Main St., Rm. 322
Jefferson City, MO 65102

Online:
Missouri Business Registration Online Portal

What is a series LLC?

A series LLC is a business that has a parent LLC (also called an umbrella LLC) and one or more series within the parent LLC. Each series has its own assets and liability protection that is separate from the other series. For example, a real estate investor with multiple properties may structure their business as a series LLC so that each property is protected from the liability of the other properties.

Learn more about How to Start a Series LLC in Missouri.

4. Write an LLC Operating Agreement

Your operating agreement is the guiding document for how your LLC functions. It’s where you put the structure and rules of your LLC into writing—things like how much each member invested, how voting works, and even what you’ll do if you need to dissolve the business.

Check out our attorney-drafted Missouri LLC Operating Agreement.

Does Missouri require an LLC to have an operating agreement?

Yes, having an operating agreement is a legal requirement for Missouri LLCs. Mo Rev. Stat § 347.081 states that LLCs “shall adopt an operating agreement.”

Since your operating agreement is an internal document, you don’t need to file yours with the state. But your LLC will need to have one on record to stay legally compliant.

What should be included in an operating agreement?

Your operating agreement should plan for the “big-picture” issues that your business is likely to encounter, answering important questions like how you will split profits and how voting will work. Here are some crucial topics that most operating agreements address:

  • initial investments
  • profits, losses, and distributions
  • voting rights, decision-making powers, and management
  • transfer of membership interest
  • dissolving the business

Missouri law gives you a lot of freedom for what you can include in your operating agreement. It allows you to make any rule for running your business, as long as it doesn’t contradict Missouri’s LLC statutes.

Does a single-member LLC need an operating agreement?

Yes. We know it might feel strange to sign an agreement with yourself, but single-member LLCs need an operating agreement to open a business bank account. Plus, if your business is ever taken to court, your operating agreement will be crucial to maintaining your limited liability status.

5. Get an EIN

An EIN (employer identification number) is similar to a social security number, but for businesses rather than individuals. This is the number the IRS will use to identify your business on tax forms. You can apply for an EIN from the IRS free of charge. It is fastest to apply for your EIN online. However, if you don’t have a social security number, you will need to apply through the mail.

Learn How to get an EIN for your LLC.

Do I need an EIN for my Missouri LLC?

Yes. Legally speaking, an LLC only needs an EIN if it employs people or has C-Corp or S-Corp status. However, you’ll need an EIN to open a business bank account. And your EIN protects you from having to give out your social security number to vendors and other business associates.

Just want to focus on actually running your business? Hire us to form your LLC!

What To Do After Forming Your Missouri LLC

6. Open a Bank Account

Your LLC needs a bank account to keep your business finances separate. Why? Your business’ limited liability protection depends on your LLC being a legally separate entity from the people who own it. If you mix your business and personal finances, you risk losing your limited liability status.

When you open a bank account for your Missouri LLC, be sure to bring the following:

  • Missouri LLC Articles of Organization (a copy is fine)
  • the LLC’s operating agreement
  • the LLC’s EIN
  • an LLC Resolution to Open a Bank Account (if your LLC has more than one member).

If your LLC has more than one member, use our free LLC Resolution to Open a Bank Account.

7. Fund the LLC

The next step to getting your LLC up and running is to fund your LLC. Each member should make a contribution to “buy” their membership interest in the company. The most common way to do this is for each member to write a check to the LLC’s bank account. However, it’s also possible to invest in the form of property or services to the business. Just be aware that investments of property and services typically trigger a tax event.

What is LLC membership interest?

Your membership interest is the percentage of the LLC that you own. Usually, your membership interest is proportionate to your investment in the business. For example, if you invested $6,000 in the LLC, and four other people invested $1,000 each, you would own 60% of the LLC, and the other four people would each own 10%. Often, members with larger membership interest also have greater voting power in the LLC.

8. File State Reports & Taxes

Missouri is one of the few states that doesn’t require LLCs to file annual or biennial reports. Hooray—your business won’t have to take care of annual paperwork or pay a yearly reporting fee. However, you’ll still have to pay taxes and business license registration fees.

How are Missouri LLCs taxed?

By default, Missouri LLCs are charged as pass-through entities. This means that the revenue from the LLC “passes through” the business and is distributed among the owners, who report the revenue as income on their personal tax returns. The revenue generated by Missouri LLCs is subject to the federal self-employment tax (15.3%). LLCs can also file with the IRS to be taxed as an S-Corp or a C-Corp.

Learn more about S-Corp Vs LLC tax designation.

Ready to Start an LLC in Missouri?