How to Start a Series LLC in Missouri
To start a Series LLC in Missouri, you must file Articles of Organization with the Missouri Secretary of State’s Corporations Division. You can submit this document online or by mail. The Articles of Organization for your Missouri Series LLC cost $50 to file online and $105 for paper filings.
Starting a Missouri Series LLC is a lot like forming an ordinary limited liability company in Missouri, but there are a few key differences you’ll need to know. This how to start a Missouri Series LLC guide can help get you started.
What is a Missouri Series LLC?
A Missouri Series LLC is a special type of limited liability company that can establish semi-independent divisions within itself called “series.” If properly formed and maintained, each series of your Missouri Series LLC can hold its own assets, keep separate finances, and enjoy separate limited liability protection. Missouri is one of several states where you start a Series LLC.
Why would anyone start a Missouri Series LLC?
The Missouri Series LLC provides an alternative to forming multiple limited liability companies without completely sacrificing the liability shield forming multiple LLCs would provide your business. To understand how this works, keep in mind that people generally form a limited liability company to keep their personal assets separate from their business assets. When the business itself holds multiple assets, however (such as several locations or buildings), every asset is potentially liable for legal judgments against the others because they are each held by the same LLC.
The traditional way to resolve this problem is to start multiple, independent LLCs for each asset or group of assets, and that remains a viable option for any business owner. The trouble? You’ll need to file separate Missouri Articles of Organization (and pay separate state filing fees!) for each Missouri LLC you decide to form. The more LLCs you have, in other words, the more expensive this option becomes.
When you start a Missouri Series LLC, however, you’re forming a single limited liability company with the power to create semi-independent divisions within itself. So in this case, you’ll file Articles of Organization for your Missouri Series LLC itself—sometimes called the parent organization or Master LLC—and pay a single state filing fee to the Missouri Corporation’s Division.
Learn more about the Series LLC business structure in general at Northwest’s Series LLC Guide.
Missouri Series LLC Articles of Organization Requirements
To form a Missouri Series LLC, you must submit Articles of Organization to the Missouri Secretary of State’s Corporations Division. This is the same document submitted by a traditional Missouri LLC, but Articles of Organization for Missouri Series LLCs must include the provision in Article 7 authorizing the organization to establish series in its Operating Agreement, and must submit a separate attachment (Form LLC 1A) for each series.
See the document below and click on any number to see what information is required in the corresponding section.
Your Series LLC’s name must include either “Limited Liability Company,” “Limited Company,” “LC,” “L.C.,” “L.L.C.,” or “LLC.”
Describe the purpose for which your Missouri Series LLC has been organized.
Include the name and address of your Series LLC’s Missouri registered agent. This must be a physical address in Missouri (no PO boxes).
Indicate if your Series LLC will be manager-managed or member-managed.
If you know your Series LLC will exist for a limited period of time, indicate the number of years or the event that will signal its dissolution, or choose “perpetual” on the online form. (On the paper form, you can leave this line blank if your organization’s existence will be perpetual.)
Include the names and addresses of each of your Series LLC’s organizers. An organizer is simply an individual who completes and submits your Series LLC’s Articles of Organization and doesn’t need to be a member, manager, or owner.
This is the special provision empowering your Series LLC to establish series in its operating agreement. Check the first box (if forming a Series LLC is your intention), which acknowledges your organization’s status as a Missouri Series LLC, and then include the names of any designated series (if any series exist at this time) and check the corresponding boxes acknowledging each series’s limited liability. For each series, you will need to file Attachment Form LLC 1A and follow specific naming rules defined by the state (see Section 3 below).
Unless otherwise indicated, your Series LLC’s effective date will be the same as the date on which the Missouri Secretary of State files your Articles of Organization. If you want a future effective date instead—no more than 90 days after the state files your articles—indicate that date here.
How much does it cost to start a Missouri Series LLC?
The Missouri Articles of Organization cost $105 to file by mail and $50 to file online. Filing online also includes a $1.25 credit card processing fee or a $0.50 eCheck fee.
How long does it take to form a Missouri Series LLC?
Missouri typically processes online filings as soon as they are submitted. Mailed filings take much longer (around 5-10 business days) and cost almost twice as much to file. If it isn’t obvious already, Missouri really wants businesses to file online!
Does a Missouri Series LLC need a registered agent?
Yes. Missouri requires Series LLCs, like ordinary LLCs, to appoint a Missouri registered agent to receive service of process (legal notices) on its behalf. Your registered agent must be available at a physical Missouri address during normal business hours, and that address must appear on your Missouri Series LLC’s Articles of Organization.
Does each series of a Missouri Series LLC need its own registered agent?
No. Your Series LLC’s Missouri registered agent can be the registered agent for each individual series of your Missouri Series LLC. Just keep in mind that many registered agents will charge additional service fees for each series.
Attachment Form LLC 1A Requirements
For each series of your Missouri Series LLC, you must submit an Attachment creating a Series of a Series Limited Liability Company (Missouri Form LLC 1A) along with your Missouri Articles of Organization. There is no additional state fee for submitting this attachment, but the form requires fairly detailed information about each series, including your Series LLC’s name, the series’s name, registered agent information, and a statement of purpose (among other organizational details).
When you name a series, moreover, the name must include the individual series’s name and the name of your Missouri Series LLC (the parent organization). The names for each of your Series LLC’s individual series must be clearly distinguishable from each other.
Missouri Series LLC Operating Agreement
Why is an operating agreement important for a Missouri Series LLC?
Your Missouri Series LLC Operating Agreement serves an array of functions. Amendments to your Series LLC operating agreement are part of the process for establishing or dissolving series of your Missouri Series LLC, and the operating agreement also serves the more general function of defining your organization’s structure and operating procedures. This makes the operating agreement one of your Missouri Series LLC’s most important internal documents.
Do I have to create my own Series LLC operating agreement?
As with most legal documents, it’s best to work closely with an experienced attorney when creating your Missouri Series LLC Operating Agreement, but that doesn’t mean you have to start completely from scratch. At Northwest, we already provide free operating agreement templates for traditional limited liability companies, as well as other free LLC templates and forms, and you can use these templates as starting-points for creating documents that suit the unique needs of your Missouri Series LLC. Here are just a few of our free LLC templates:
Get Federal EINs from the IRS
Does My Series LLC Need a Federal EIN?
Your Missouri Series LLC will need an employer identification number (FEIN or EIN) to hire employees, take advantage of tax elections like the S corporation, or get business licenses in Missouri. Banks will also expect your Missouri Series LLC to have an EIN to open a bank account. You can get an EIN for free through the IRS website.
Should I Get a Separate EIN for Each Series in My Series LLC?
One of the most important things to do when establishing a Missouri Series LLC is to maintain each series’s limited liability, and that usually means maintaining separate finances. This means you’ll typically need to establish separate bank accounts for each series, which will likely require each series to get its own EIN.
Learn more about how to get a Federal EIN for your business.
Open Bank Accounts For Your Missouri Series LLC
To open a bank account for your Missouri Series LLC (the parent organization), you will need to bring at minimum the following with you to the bank:
• A copy of your Missouri Articles of Organization
• Your Series LLC operating agreement
• Your Missouri Series LLC’s EIN
Should I open separate bank accounts for each series?
Typically, yes. Keeping each organization’s finances separate is key to maintaining each series’s separate limited liability, so most Series LLCs will avoid the individual series sharing the same bank account with the parent organization.
The trouble, though, is that many banks are unfamiliar with the Series LLC business structure, and may fail to immediately grasp the difference between the parent organization and its individual series. Your best bet is to call the bank ahead of time, explain what your organization is after, and ensure the bank is willing to open separate bank accounts for your Missouri Series LLC and each series within it.
Obtain any Required Business Licenses
Does a Missouri Series LLC need a business license?
Missouri doesn’t issue a statewide business license, but individual cities and counties have licensing requirements of their own. Depending on your Series LLC’s business activities, as well as the individual business activities of each series, you may need to acquire separate business licenses for the parent organization and its individual series.
Are there any other Missouri annual reports or fees?
No. Unlike corporations, Missouri Series LLCs don’t have to file the Missouri Annual Registration Report.