If you’ve decided to establish a Missouri corporation, congratulations — you’ve made a great choice. The state is home to the major cities of Kansas City and St. Louis, where you can find a skilled workforce. What’s more, Missouri boasts low taxes and offers incentives for entrepreneurs, such as the Missouri Innovation Center.
Establishing your business as a corporation brings additional benefits. Corporations are treated as distinct legal entities, separate from members or shareholders, which brings added liability protection. However, you have to put in some work to enjoy the benefits of a Missouri corporation. This business structure is an official legal entity, and certain paperwork has to be filed to establish it formally. You can’t just slap the label “Corporation” onto your business name.
This guide explains how to start a corporation in Missouri.
How do I form a corporation in Missouri?
Steps to form your Missouri Corporation
- Name Your Corporation
- Appoint Directors
- Choose an Missouri Registered Agent
- File the Missouri Articles of Incorporation
- Create Corporate Bylaws
- Draft a Shareholder Agreement
- Issue Shares of Stock
- Apply for Necessary Business Permits or Licenses
- File for an EIN and Review Tax Requirements
- Submit your Corporation’s first report
To officially begin operating as a Missouri corporation, you’ll need to file your Articles of Incorporation with the state. But, before you do that, there are a few other steps you need to take. Below, we walk you through the process.
Step 1: Name Your Missouri Corporation
You want a one-of-a-kind name for your Missouri corporation so that customers can easily remember it. Ensure that your clients can also find you online by securing a matching web domain. You can look up domain name availability online. To secure the rights to a domain, take advantage of ZenBusiness’s domain name registration services.
As you brainstorm aliases, take note of the state’s legal requirements for corporation names:
- Every Missouri corporation must include the words “Corporation,” “Incorporated,” “Company,” or “Limited” (or a fitting abbreviation like “Corp.” or “Inc.”) at the end.
- You can’t include restricted words that would imply your business is associated with a government agency, like “Treasury” or “State Department.”
- Every Missouri corporation name must be unique. You can search existing corporation names via the Missouri Secretary of State’s online database to see if the moniker you want is available.
If you find the perfect name but aren’t yet ready to file your Articles of Incorporation to formally establish your company, you can reserve your chosen name. File the Application for Reservation of Name. You can file online via the Missouri SOS Corporations Online Portal or by mail. You will have to pay a $25 filing fee.
You may also want to apply for a “doing business as” (DBA) name — or a “fictitious name,” as it’s referred to in Missouri. This is an alias for your business that permits you to do business under a name other than the official business name. You can register the name online or by mail. Download the Registration of Fictitious Name form and send it to the address listed on the form. You will have to pay a $7 filing fee.
If you want to have exclusive rights to your name in Missouri and beyond, you will have to file a federal trademark. You can check name availability on the United States Patent and Trademark Office (USPTO) website and file for the trademark through the online Trademark Electronic Application System (TEAS). You can also register a trademark at the state level by submitting the Missouri Trademark and Service Mark Application with a $55 filing fee.
It is often easier and quicker to register a trademark at the state level, but federal registration can provide broader protection, especially if you plan on doing business outside of Missouri.
Step 2: Appoint Directors
A corporation’s directors oversee daily business operations. Missouri law requires a corporation to have at least one director. The corporation’s owners can serve as the directors, but this isn’t obligatory. Alternatively, you can appoint individuals who are not owners to serve as directors.
Directors should be appointed before you submit your Articles of Incorporation to the Secretary of State. This can be done at an organizational meeting, allowing you to take care of other administrative tasks, like writing bylaws and deciding on a share structure.
Missouri does allow for the establishment of “close corporations.” Under state statute 351.750, a close corporation can opt not to have a board of directors, bylaws, or annual meetings. Nonetheless, it’s in your best interest to have a board of directors, bylaws, and annual meetings, as these bring clarity to your business operations.
Step 3: Choose an Missouri Registered Agent
Every Missouri corporation must have a registered agent. The registered agent is responsible for accepting legal mail on the corporation’s behalf. A person or company with a legal Missouri residence can serve as the registered agent. Note that you can’t use a P.O. box for this purpose since legal mail like lawsuits must be handed to an actual person.
It is possible to serve as your corporation’s registered agent. However, registered agent information is publicly available — anyone can look it up online. Additionally, you must guarantee that your registered agent is present at the address specified during standard business hours. Serving as your own registered agent raises privacy issues and is inconvenient because it chains you to your desk.
ZenBusiness has registered agent service partners in Missouri who can take this burden off your shoulders.
Step 4: File the Missouri Articles of Incorporation
With the above tasks crossed off your to-do list, you can go ahead and file your Missouri Articles of Incorporation. This is the name for the official paperwork you submit to the Secretary of State to formally create your corporation. In other states, you might see this documentation referred to as a “Certificate of Incorporation.”
You can file the Articles of Incorporation online via Missouri’s online corporations portal. If you registered your fictitious name online, you should already have an account set up. Alternatively, you can download the Articles of Incorporation form and submit it by mail to the address listed on the form.
In either case, you will need to provide the following information:
- Corporation name
- Registered agent name and address
- Name and address for each incorporator
- A business address where the filed document should be returned to
- The number of years you want the corporation to remain valid (or you can select “perpetual” if you want to leave this open-ended)
- A description of the corporation’s lawful business purpose
- The number of directors appointed to the board
- The date on which the Articles of Incorporation should take effect (for example, you can specify that the Articles of Incorporation become valid once the company’s bylaws have been signed)
- Specify whether your corporation is registered with the Department of Agriculture as a Family Farm or Authorized Farm Corporation
- Specify the number of shares of stock authorized. This is the total number of shares the corporation is allowed to issue. In Missouri, if this exceeds 30,000 shares or a value of $30,000, you must specify the number of shares of each class. For instance, a corporation may have common shares or preferred shares. Common shares give the holder a claim on the company and its profits and come with voting rights. Preferred shares typically don’t offer market appreciation value or voting rights.
You will have to pay a filing fee when submitting your Articles of Incorporation. If the aggregate shares are valued at $30,000 or less, the filing fee is $58. The fee then increases by $5 for every additional $10,000 worth of authorized shares after that. You can view the full fee schedule here.
Step 5: Create Corporate Bylaws
Corporate bylaws set out guidance on how your business is run. They serve as a valuable reference point if disputes or confusion regarding daily operations arise. Missouri does not require corporations to submit bylaws, but it’s in your interest to draft them before submitting your Articles of Incorporation. You can draft, vote, and sign off on bylaws at the organizational meeting you hold to appoint your board of directors.
Corporate bylaws should include, at a minimum, the following:
- An overview of the corporation’s business purpose
- Names of the corporation’s owners plus their rights and duties (like voting rights)
- Names of the corporation’s directors and a description of their responsibilities
- A detailed description of the business management structure
- Details on when and where any director, board, and shareholder meetings are to be held
- Guidelines for how corporate stock may be issued
- Guidelines for financial reporting
ZenBusiness has an existing template to help guide the creation of your bylaws. You should still talk to an attorney before finalizing this important legal document, however. A legal professional can ensure you haven’t missed any details unique to your business.
Step 6: Draft a Shareholder Agreement
The shareholder agreement is another important document that you should draft during your initial organizational meeting. This outlines the duties and rights of shareholders — the people who own shares in the corporation.
A shareholder agreement should cover:
- Shareholders’ names and contact details
- Shareholders’ voting rights
- Guidelines for how shareholders may transfer their shares
- Guidelines for the paying out of dividends
- Step-by-step guidelines for the winding down of the corporation
- Details on how the shareholder agreement may be amended
A comprehensive shareholder agreement is likewise useful in preventing business disputes. Have a lawyer review the paperwork to make sure it’s in line with Missouri law.
Step 7: Issue Shares of Stock
A corporation is different from a limited liability company (LLC) because it is legally required to issue stocks. That’s why you have to provide details regarding authorized shares when you file the Articles of Incorporation.
Once stocks are issued, they may be bought and sold. Public shares are available to the general public, while private shares are usually reserved for people close to the corporation, such as employees who were present when the business was founded.
Your corporation is required to keep track of all stocks. Missouri securities law is not applicable to securities of a professional corporation. However, as a stock-issuing company, you still need to submit quarterly reports to the U.S. Securities and Exchange Commission (SEC).
Step 8: Apply for Necessary Business Permits or Licenses
You may need certain business licenses to operate your business legally. Licensing requirements vary depending on location. You need to do your research at the local, state, and federal levels to see what types of permits you need. Additionally, certain professional licenses may be required depending on the type of product or service you offer. Missouri’s online licensing database can help you start your research.
Step 9: File for an EIN and Review Tax Requirements
An Employer Identification Number (EIN) is like a Social Security number but for businesses. It’s a unique identifying number you include on important financial paperwork like tax filings. You can request your Missouri EIN from the IRS online at no cost. You should also register an account with the Missouri Department of Revenue to simplify state-level filing.
Step 10: Submit Your Corporation’s First Report
Every year, your corporation must file an annual report with the Missouri Secretary of State, providing updated information on ownership, the registered agent, and more. The report is due every year by the end of the month that the corporation was first incorporated. You can file online or via mail. The filing fee for the Annual Registration Report filed via paper is $45 compared to just $20 for online filing.
How much does it cost to start a corporation in Missouri?
Missouri has a unique fee structure for the Articles of Incorporation. If the aggregate shares of your corporation are valued at $30,000 or less, the filing fee is $58. The fee increases by $5 increments for every additional $10,000 worth of authorized shares thereafter.
If you choose to reserve your corporation name before filing the Articles of Incorporation, you will have to pay a $25 filing fee. If you want to register a fictitious name, you will have to pay a $7 filing fee. You also have to pay a fee when filing your corporation’s annual report. If you file by mail, this is $45. If you file online, it’s $20.
For a low annual fee, ZenBusiness can guide you through this administrative maze, keeping track of the deadlines you need to meet to keep your Missouri corporation compliant.
What are the benefits of a corporation in Missouri?
As a business structure, a corporation offers critical benefits. It’s a nationally and internationally recognized legal entity. As a separate legal body, it protects your personal liability in case legal issues arise. Additionally, a corporation allows you to issue shares (unlike an LLC).
When you establish your corporation in Missouri, you enjoy other benefits like:
- Tax credit programs: Missouri offers perks like the Small Business Incubator Tax Credit program to attract investment to the region.
- Regional business development incentives: To further encourage entrepreneurship in disadvantaged areas, Missouri has so-called Enhanced Enterprise Zone Tax Credits.
Although a Missouri corporation does offer perks, the paperwork and red tape required to maintain such a business are more intricate than with other structures, like an LLC. Do your research as you create your company. If you make mistakes, you might violate laws — such as SEC reporting requirements. Consult a business attorney and tax professional before you start operations to make sure you’ve met all requirements.
How is an Missouri corporation taxed?
There are different types of corporations:
- A C corporation is owned by shareholders who appoint a board of directors to run the business. The corporation is taxed separately, while shareholders must pay taxes on any earnings they receive from the company when they file their personal income taxes.
- With an S corporation, the company’s earnings are divided between shareholders and taxed at that level. The company itself is a “pass-through” entity and not taxed.
- Nonprofit corporations are tax-exempt, but employees and shareholders may have to pay taxes on their earnings.
As a corporation, you will also be liable for various state and federal taxes, such as payroll, employer, and sales tax.
Missouri Corporation FAQs
Does running a corporation in Missouri involve more paperwork than running other types of businesses?
Yes. Corporations have more stringent reporting and tax filing requirements than simpler business models, like sole proprietorships.
What is the difference between an LLC and a corporation in Missouri?
Missouri corporations and LLCs differ on a few key points. First, a corporation can issue stocks, while an LLC cannot. The tax and reporting requirements for corporations and LLCs likewise differ. That said, both LLCs and corporations offer personal liability protection by establishing the business as a distinct legal entity, separate from the people who own it
How do I change my corporation’s name in Missouri?
You will have to complete the Amendment of Articles of Incorporation and pay a $25 filing fee.
How many people are needed to form a corporation in Missouri?
A single person is permitted to form a corporation in Missouri.
Can I form my Missouri corporation online?
Yes, you can file the necessary paperwork via the Missouri SOS Corporations Online Portal.
How do I dissolve my Missouri corporation?
You must file the Articles of Dissolution by Voluntary Action and submit a $25 filing fee.
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