How to File a Missouri LLC or Corporation Amendment

As a Missouri business owner, you want to make sure that your registered business information is always up to date. If your Missouri limited liability company (LLC) or corporation makes changes to certain public information, you’ll need to file an amendment to your formation documents. Let’s take a closer look at what changes must be updated with the state, why it’s important, and how we can help.

Amending a Missouri LLC Articles of Organization

If you need to make changes to your Missouri LLC with the state, we’ll show you how in this section. If you need to make changes to a corporation instead, please keep scrolling to consult the section titled “Amending a Missouri Corporation Articles of Incorporation.”

Step 1: Determine if you need to amend your Articles of Organization

To form an LLC in Missouri, you have to file the Articles of Organization with the Missouri Secretary of State. These Missouri Articles include:

• The name of the LLC
• The name and address of the LLC’s registered agent
• How the LLC will be managed
• What can cause the LLC to dissolve
• The name(s) and address(es) of the organizer(s)
• Principal address for the LLC
• If the LLC will be a series LLC
• Signature for each organizer

Filing the Articles of Organization entitles the business to the legal and state benefits of an LLC. This can help your organization obtain business licenses, sign contracts, and gain funding. If all goes well, your business will grow over time. This also likely means that some of its information will change. Should you need to change, update, or add any information relating to your original Articles, you’ll need to update the state by filing the Articles of Amendment.

Step 2: Identify what you need to change in your amendment

You can file the Articles of Amendment directly with the Missouri Secretary of State. The amendment allows you to make any of the following changes:

• Address for the company
• How the management is vested in your company
• The name of the LLC
• Updating the date or cause of future dissolution
• Adding a series LLC designation

If you’re changing your Missouri registered agent, you’ll need to use a different form.

Why should I update my Articles of Organization?

If you don’t file a Missouri LLC amendment when your business information changes, you may not be able to obtain a Certificate of Good Standing. A Missouri Certificate of Good Standing shows that you’re “in good standing” with the Secretary of State. Sometimes, states call this a Certificate of Compliance or a Certificate of Existence. This certificate means that you’ve paid all state-required fees, completed all required filings, and are in compliance with state regulations pertaining to your business. 

The inability to get a Certificate of Good Standing can have serious financial consequences for your registered business. These can include:

• Inability to open a business bank account 
• Trouble securing outside funding or raising capital
• Difficulty obtaining or keeping business licenses
• Inability to sell or transfer the business
• Issues when trying to do business across state lines

Filing a Missouri LLC amendment at the right time can help keep your business running at full speed. Our Worry-Free Compliance service, with up to two yearly amendments included, can help you stay compliant. 

Step 3: Gather information for filing your Missouri amendment

Once you’ve determined what you need to change, you’ll need to gather the information to put on the updated form. This could include the business’s new name, information about the new series LLC structure, and so on. This will be the information you file with the Secretary of State.

Step 4: File your Missouri LLC amendment

Missouri allows you to file the Amendment of Articles of Organization online or by mail (you can download the form directly from their website). No matter how you file, you’ll need to pay a filing fee and provide some information, including:

• The LLC’s charter number
• Current LLC name
• Effective date of the filing
• Date the change was needed
• The information you want to amend
• What authorized the changes

Before you submit this filing, be sure that all of the information is correct; filings can be rejected if there are discrepancies or omitted sections. Careful completion can save you the time, money, and hassle that comes with rejected forms.

Amending a Missouri Corporation Articles of Incorporation

The process is slightly different if you need to make changes to a corporation’s information. We’ll cover those steps here.

Step 1: Determine if you need to change your Missouri Articles of Incorporation

Businesses regularly grow and expand. Corporations are no different. You may find that your original Articles of Incorporation served as a good initial baseline for the business you were trying to create, but some things have changed. New ideas from directors, shareholders, or business advisors may change some of your initial decisions. Your amendment to a corporation in Missouri, known as the Amendment of Articles of Incorporation, accounts for these changes.

The Articles of Incorporation is the guiding document upon which your Missouri corporation is founded. If the information on the Articles of Incorporation differs from the information you’re using to conduct the business, this could cause meaningful inconsistencies. Shareholders are entitled to know the information stated in your formation documents. If this information changes, there is a legal obligation to amend the document.

Inconsistencies may also prevent your business from being able to acquire a Certificate of Good Standing. This document certifies that you have met all state requirements to conduct business as a Missouri corporation. 

Step 2: Review the requirements for a Missouri corporate amendment

You’ll need to file an amendment form if any of the following business information has changed:

• Update public information for contact purposes: business name, principal address, or mailing address
• Make changes for compliance and auditing purposes: change of name, new classes of stock, etc.

Like LLCs, corporations won’t be able to get a Certificate of Good Standing if they don’t keep this information up to date. Losing good standing can make it difficult to conduct certain business tasks, so it’s essential to file this amendment promptly if you need to.

Step 3: Gather the information needed for your amendment

When you submit your amendment, you’ll be asked for a lot of information, so you’ll want to have all the information on hand. Here’s what you’ll need:

• Current name and original name of the corporation
• Charter number of the business
• Date the amendment was adopted
• The article number you’re amending and how
• Changes in the number of shares
• Breakdown of how the votes were cast for the amendment
• Current contact information for the business

Once you have all this information in hand, you’ll be ready to file your amendment.

Step 4: Submit your amendment to the Secretary of State

Missouri allows you to file the Amendment of Articles of Incorporation form online or by mail; both versions of the form are available on the Secretary of State’s website. This form costs $25 to submit unless your amendment changed the stock structure of your corporation. If that’s the case, you’ll pay more based on the number of shares again.

On the form, you’ll need to fill out the information you gathered in Step 3, plus provide an effective date for the form (if different from the filing date) and a signature of an authorized person for the corporation.

Missouri Amendment of Articles vs. Statement of Correction

If you accidentally made an error on your formation documents (or any other document), you can file a Statement of Correction instead of a full amendment. This process works for both LLCs and corporations, but be aware that these entities have different versions of the form. At the time of this writing, the filing fee is $10.

A Statement of Correction can only be used to fix errors; it cannot be used to change the company’s information.

Missouri Articles of Amendment vs. Change of Registered Agent 

If you only need to change your registered agent or office, some states offer a different form for this process. Missouri is one such state. The Change of Registered Agent form specifies the most current fees and filing instructions. Note that you can’t change your agent with the Articles of Amendment in Missouri.

Need a new registered agent? We are here to help with your Missouri registered agent needs. Our Missouri registered agent service can give you peace of mind that your registered agent information is up to date.

Missouri Articles of Amendment vs. Restated Articles of Organization or Incorporation

Missouri also offers business owners the option to file Restated Articles of Organization or the Restated Articles of Incorporation. These documents consolidate information in the original Articles with any subsequent amendments into a single document.

Creating a restated formation document can be a complicated process, so it’s highly recommended to consult with a business attorney if you decide to go this route.

Let us help!

Let us be your partner in getting your Missouri business started. Our Worry-Free Compliance, formation, registered agent, and amendment services have you covered for your Missouri business compliance needs.