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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.
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.
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:
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.
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.
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.
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:
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.
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:
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.
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:
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.
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).
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.
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.
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.
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.
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:
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.
There are different types of corporations:
As a corporation, you will also be liable for various state and federal taxes, such as payroll, employer, and sales tax.
Yes. Corporations have more stringent reporting and tax filing requirements than simpler business models, like sole proprietorships.
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
You will have to complete the Amendment of Articles of Incorporation and pay a $25 filing fee.
A single person is permitted to form a corporation in Missouri.
Yes, you can file the necessary paperwork via the Missouri SOS Corporations Online Portal.
You must file the Articles of Dissolution by Voluntary Action and submit a $25 filing fee.