How to Create an LLC in Missouri

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How to Form an LLC in Missouri:
5 Simple Steps to Get Started
According to the IRS, each state may use different regulations around forming an LLC, and you should check with your state if you’re interested in starting a Limited Liability Company. To simplify the process of forming an LLC in the state of Missouri, we’ve put together a step-by-step guide to detail each step of the process and answer any questions you may have.

Step 1
Name Your Missouri LLC

Your first consideration when choosing a name for your LLC is that it be unique from any other business in the state of Missouri. You can quickly and easily check your company’s potential name options at the Missouri Secretary of State business name database. For a $25 fee, you can also reserve a company name for 60 days. To do so, you’ll need to submit the Application for Reservation of Name (Form BE 1). This must be done by postal mail and can be done up to 3 consecutive times to hold a name for a maximum of 180 days.

In order to comply with Missouri state law, your company’s name must contain some form of the term “Limited Liability Company.” This can appear in several different formats from the whole phrase written out to several appropriate abbreviations. “Limited Liability Company,” “Limited Company,” “LC,” “L.C.,” “L.L.C.,” and “LLC” are all considered appropriate ways to adorn your moniker. An LLC may not use the words “Corporation,” “Incorporated,” “Limited,” “Limited partnership” or abbreviations thereof in its name, nor may it deceptively claim to be charitable or non-profit.

Step 2
Appoint a Registered Agent in Missouri
The state of Missouri requires that any LLC have a registered agent for service of process. This means your LLC must have an entity that agrees to physically accept any legal papers on the company’s behalf should it be sued.
The registered agent does not have to be an individual person and can be any resident of the state of Missouri or a corporation authorized to do business in Missouri so long as the agent has a physical street address within the state.

Step 3
File the Missouri Articles of Organization
To officially create your LLC in the state of Missouri, you’ll need to file Articles of Organization (form LLC 1) with the office of the Secretary of State. This can be done online at the Missouri Secretary of State online filing portal with a $50 fee (plus a $1.25 convenience fee) or by mail with a $105 fee. To complete this form you will need to know the following:
  1. The final name and address of your LLC
  2. The name and address associated with the company’s registered agent
  3. The purpose of the LLC
  4. Whether the LLC’s duration will be perpetual or for a specified period
  5. Whether the LLC will be member-managed or manager-managed
  6. The name and address of each organizer

Step 4
Create an Operating Agreement

Missouri is one of the few states to require LLCs to adopt an official operating agreement for the company. Much like the bylaws required by corporations, operating agreements outline the rules and operating procedures for the management of the LLC. Though your operating agreement is not required to be filed with the state, your LLC should have an official document drafted.

Though it’s a legal requirement, you may be wondering why you should bother drawing up an operating agreement if the state doesn’t require you to file it with them. Well, the greatest danger could happen when a creditor or claimant brings a lawsuit against the company. Upon learning that the company has no operating agreement, the claimant then might try to “pierce the company veil.” In other words, if the member(s) commingle personal assets and fail to observe statutory formalities, a court might well pierce the veil and hold the members personally liable.

Step 5
Apply for an EIN and Review Tax Requirements

An IRS Employer Identification Number (EIN) is required for your LLC unless it is a single-member LLC with no employees. Obtaining an EIN is as easy as completing the application on the IRS website.

It’s possible your company will need to register with the Missouri Department of Revenue. Whether or not your company needs to follow this step will depend on the exact types of taxes it will be collecting and/or has been collecting from the state and if you have employees. If applicable, you can file your registration online at the Missouri DOR online business registration using Form 2643.

If your LLC will be selling a physical product, you’ll need to register for a sellers permit through the Missouri Department of Revenue website. This will allow you to collect sales tax on taxable sales. Additionally, if you have employees, you’ll need to register for Unemployment Insurance Tax through the Missouri Department of Labor and also register for Employee Withholding Tax through the Missouri Department of Revenue.

Other Considerations
Foreign LLCs and Business Licenses
Foreign LLCs

If your company is a foreign LLC wanting to do business in Missouri, you will still need to follow all the steps outlined above.

The main difference is that the form required to make your LLC legal to operate is referred to as the Application for Registration of Foreign Limited Liability Company (Form LLC 4).

You can file paperwork by mail only and the filing fee is $105. Additionally, your application should include a certificate of good standing from your home state dated no further back than 60 days.

Business Licenses

Some industries will require you to secure state and local licenses to legally operate in the state of Missouri.

You can get federal licenses and perform a Missouri license and permit search on the appropriate licensing for your business.

Business licenses are issued for many reasons and at all levels of government, so you should carefully research which ones you need. You can also hire or use a professional service to do it for you.

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