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How to File Articles of Incorporation in Missouri

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Before you start a corporation in Missouri, one of the first steps you’ll need to take is filing your Articles of Incorporation. If you’d like to understand why you need to take this step, read our How to Form a Missouri Corporation overview.

You’ll submit your Articles of Incorporation to the Missouri Secretary of State Corporations Division. Articles of Incorporation in Missouri are governed by Missouri Title 23, Chapter 351.

Articles of Incorporation in Missouri become public documents, so keep this in mind when deciding which pieces of information you wish to file.

How to Complete the Articles of Incorporation Form

In Missouri, you can file your Articles of Incorporation online or by mail. The Secretary of State’s office offers a guide to filing online in Missouri that includes instructions on how to file and where to file. You can also download a form if you prefer to file by mail.

A foreign (out-of-state) company that wants to start a business in Missouri needs to file an Application for Certificate of Authority, along with a filing fee. It’ll also need to file a Certificate of Good Standing (or its equivalent) from its parent state when applying for a Certificate of Authority; the CGS must have been issued in the previous 60 days.

You must include the following information on your Articles of Incorporation:

The name of your business. It needs to include the words “Limited,” “Company,” “Corporation,” or “Incorporated,” or an appropriate abbreviation. The Missouri Secretary of State’s online portal offers a Business Search page where you can check to see if your desired name is being used by anyone else. If it’s not, you can reserve that name by using our Business Name Reservation Service.

Registered agent. Every business in Missouri is required to have a registered agent. This individual, or company, will accept official government documents and legal notices on your behalf. A registered agent must reside in Missouri and have an office that’s open during regular business hours.

You can be your own registered agent, but this can be inconvenient (you’re required to be available at the office during all normal business hours) and lead to awkward interactions with process servers. ZenBusiness offers a registered agent service. Our registered agent providers will accept these documents on your behalf and post them to your ZenBusiness dashboard, where you can download them when needed.

Shares. If you have fewer than 30,000 authorized shares or their par value (face value) is less than $30,000, you only need to check the appropriate box on the Articles of Incorporation form. If you have more than 30,000 authorized shares or the par value is greater than $30,000, you must include a list that outlines the number of shares, their par value, and any limitations or rights for each class or series of shares.

Incorporator. The incorporator is the person (or persons) who signs and submits your Articles of Incorporation. You can have more than one if you wish, but each one must be at least 18 years old.

Duration. Here, you’re being asked how long you think your Missouri business will be in existence. If you expect your company to exist indefinitely, simply check the “Perpetual” box on your Articles of Incorporation form. If your plan is to only operate your business for a limited number of years, you need to include that number on the form.

Purpose. What is the purpose of your business? You can use general terms, such as “to engage in lawful activity,” or you can be more specific and say something like “sell real estate” or “plumbing.”

Directors. The number of people on your board of directors. You need at least one.

Effective date. Only complete this if you want your Missouri corporation to begin on a certain date (you have up to 90 days from when you file). Otherwise, leave the line blank; this way, your corporation will start when your Articles of Incorporation are approved.

Include supplemental form(s)

Foreign entities need to file an Application for Certificate of Authority along with a Certificate of Good Standing from their state of origin when filing their Articles of Incorporation.

How to Submit the Form

When you submit your Articles of Incorporation, you’ll need to pay a filing fee based on the number of authorized shares. For the latest fee schedule, consult the Missouri Secretary of State Corporations Division website.

The Articles of Incorporation form can be filed online or by mail.

• Regular mail:
  Corporations Unit
  James C. Kirkpatrick State Information Center
  P.O. Box 778
  Jefferson City, MO 65102
• Express mail:
  Corporations Unit
  600 W Main St.
  Missouri State Information Center, Room 322
  Jefferson City, MO 65101-0778

It can take approximately one to three days to receive a response when you file your Articles of Incorporation online; it takes about four to seven days after the Corporations Unit receives your articles by mail. The exact amount of time varies depending on the office’s workload, though.

After you file, you’ll want to make sure you stay in good standing with the state. Use our Worry Free Compliance service to put your mind at ease and focus on what’s important.

Conclusion

Preparing your Articles of Incorporation can be a time-consuming process, and ZenBusiness can help. Our Business Formation Plans can assist with all the steps that you need to take to get your business up and running.

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