Do you have a dream of owning and running your own business? A limited liability company (LLC) might be the answer you’re looking for due to less risk and more flexibility. At ZenBusiness, we’re ready to help you start, run, and grow your small business. Check out our comprehensive guide below to learn more about starting your LLC in Missouri.
The 5 steps to form an LLC in Missouri:
You can start an LLC in Missouri by filing the Articles of Organization with the Corporations Division of the Secretary of State’s office. It’s a simple form, but there are many details you need to understand and plan before registering your business. That’s where we come to the rescue.
ZenBusiness helps LLC owners every step of the way to business success and beyond. Take a look at our step-by-step guide to learn more about Missouri LLCs. Start living your dream today!
Step 1: Name Your Missouri LLC
Brainstorming names for your new business can be a fun process, but keep in mind there are rules you’ll need to follow in Missouri. When thinking about how to name your LLC, remember the following guidelines set forth under Missouri state law:
- The name must be distinguishable from any other already registered domestic or foreign entity in Missouri.
- The name must contain “Limited Company,” “Limited Liability Company,” or one of the following abbreviations: “LC,” “L.C.,” “LLC,” or “L.L.C.”
- The name can’t contain the following words: “corporation,” “incorporated,” “limited partnership,” “limited liability partnership,” “limited liability limited partnership,” “Ltd.,” or any abbreviations of these words.
- The name can’t have any words or phrases that imply or indicate the LLC is organized for any purpose other than what is stated in its Articles of Organization.
- The name can’t imply that the LLC is a governmental agency.
To find out if the name you want to use is available, you can do a preliminary search over the phone by calling the Secretary of State’s office in Jefferson City at 573-751-4153. A more thorough online company name search should also be done before moving ahead to register your LLC.
If the name is available, but you aren’t ready to register your LLC, be sure to reserve it. You can do so once you create and log in to your account on the Secretary of State’s website. You can also fill out this Application for Reservation of Name and mail it to the office. It costs $25 either way.
Once reserved, no one else has the right to it for 60 days. It can be renewed or extended for two additional 60-day periods. The most time that you can reserve a business name for is 180 days. After this time, you can’t reserve that specific name ever again.
This restriction doesn’t mean you can’t ever use the name. You can have someone else reserve the name for you, or you can try to register the name when you file your LLC’s Articles of Organization. If it’s available, then it’ll be yours to use.
Another thing to consider when naming your LLC is if it will translate easily to a domain name for your company’s website. Find out what’s available by doing a domain name search during the brainstorming process.
Missouri law also requires you to complete a Fictitious Name Registration with the Secretary of State if you or your company will be doing business under a name that’s different from your or your company’s true name. It’s also known as “Doing Business As” (DBA) registration. This form allows you to market your business under a name other than an official legal name.
You can file the fictitious name online or by mail with a $7 fee. It must be renewed every five years. If you fail to register or renew this form, you’ll be charged with a Class D misdemeanor under Missouri law. The DBA registration was created to help protect consumers from fraudulent business owners.
A final item to think about is your company’s trademark or service mark. A trademark is a word, symbol, name, or combination of such that’s used to identify goods made or sold by your LLC. A trademark helps to distinguish your goods from those made or sold by others.
Trademark registration secures your rights to the mark in Missouri. No one other than the owner of the mark can use it without the owner’s consent. At the state level, you’ll need to file a Trademark and Service Mark Application with the Secretary of State. Two actual samples of the mark in use need to be submitted with the application. Copies of the mark won’t be accepted.
The fee is $55 to reserve a trademark or service mark by mail. You’ll need to remember to renew your reservation every 10 years. Remember to check with the United States Patent and Trademark Office to see if anything similar is already trademarked at the federal level.
Step 2: Appoint a Registered Agent in Missouri
A business or individual who handles all legal correspondence for your LLC is known as a registered agent. All LLCs in Missouri must have a registered agent. Failure to register or maintain an agent can result in the dissolution of your LLC. Your Missouri registered agent must have a physical Missouri address or be an entity that’s authorized to transact business in the state, like the registered agent partners ZenBusiness works with. The benefits of our registered agent service include:
- Legal compliance so that you remain in good standing
- Additional privacy and security since your personal information will not be public record
- Availability during traditional business hours
You’ll need to include agent information on your Articles of Organization form that will be filed with the state. Missouri also allows you to change your registered agent at any time if necessary.
Step 3: File Missouri Articles of Organization
To officially start your LLC, you’ll need to file an Articles of Organization form with the Secretary of State. This application tells the government what it needs to know about your venture. Your Missouri Articles of Organization can be filed online (you’ll need to create an account first) for $50 or by mail for $105. To complete the form, you’ll need the following details:
- Company name
- Company purpose(s)
- Registered agent name and address (no P.O. boxes)
- Events that may cause the LLC’s dissolution
- Names and street addresses of all organizers
- Name and address to return the filed document
- Signatures of all organizers
You’ll also need to mark whether the company will be managed by its members or appointed managers. Details about Series LLCs are on this form, as well. A Series LLC is a business structure with a “parent” or “umbrella” LLC under which multiple LLCs can be organized. You can register a Series LLC in Missouri by filing the Articles of Organization and an attachment Series formation application with the state.
Step 4: Create an Operating Agreement
Missouri requires all LLCs to have an Operating Agreement. This agreement is an internal business document that details how the business will run and much more. The document doesn’t have to be filed with the Secretary of State or any other governmental agency.
An LLC Operating Agreement in Missouri establishes items, such as:
- Conduct rules and regulations for the company’s affairs
- Rights, powers, and duties of employees, members, and managers
- Voting structure for business decisions
- Income and loss allocations among members
The agreement may also include the appointment of a manager or managers and details on the scope of their authority.
Step 5: Apply for an EIN
To pay your federal taxes, you’ll likely need to apply to the IRS for an Employer Identification Number (EIN). It’s like a Social Security number for your LLC, not only helping the IRS identify your business, but also helping you obtain things like a business bank account. You can apply for an EIN online, by mail, or by fax.
How much does it cost to start an LLC in Missouri?
There are a variety of fees associated with starting an LLC in Missouri. The basic startup fee is $50 to file the Articles of Organization online or $105 to file by mail. Missouri doesn’t require an annual report filing or renewal for LLCs.
What are the benefits of an LLC in Missouri?
The benefits of forming a Missouri LLC include:
- Protection of personal assets
- Flow-through taxation
- Flexible terms for manager duties
- No annual meetings of members or managers
- No meeting minutes required
- No annual reports to file with the state
How is a Missouri LLC taxed?
A Missouri LLC is taxed based on the company’s classification for federal income tax purposes. A classification is chosen when you file for an EIN. There is a wide variety of business taxes that your Missouri LLC will need to pay. A qualified tax professional can help you make sure you stay in compliance.
Missouri LLC FAQs
- What is the processing time to form my Missouri LLC?
The processing time to form an LLC in Missouri varies due to many factors. However, it’s faster to file online than through the mail, which typically takes three to six business days for processing.
- Do I need to file my Operating Agreement with the state of Missouri?
No. While Missouri does require an LLC to have an Operating Agreement, it doesn’t require you to file it with them. Keep it in your LLC’s business records.
- What tax structure should I choose for my Missouri LLC?
An LLC can be structured as a partnership, disregarded entity (like a sole proprietorship), or corporation. Consult with an expert in tax laws to decide which tax structure best fits your Missouri LLC’s needs.
- Does Missouri allow a Series LLC?
Yes, Missouri allows the formation of a Series LLC.
- Which licenses and insurance are required for an LLC in Missouri?
Some types of businesses require special licenses or certifications to operate legally. Check with your local town, city, and/or county authorities to determine if your LLC needs any licenses or permits on the local level. Missouri has a page to help you determine what state licensing you may need. Remember that licensing can also happen at the federal level and is often industry-specific.rnrnAs for insurance, Missouri requires LLCs with five or more employees to carry workers’ compensation. Any vehicles used for work purposes must be covered by commercial auto insurance. Additional insurance coverage, such as general liability insurance, might be recommended based on your business operations. It’s best to consult with an insurance expert.
- Does a Missouri LLC require an annual report?
No, Missouri LLCs do not have to file an annual report.
- How do I change ownership of an LLC in Missouri?
To change ownership of an LLC in Missouri, you’ll have to file an Amendment of Articles of Organization with the Secretary of State’s office for $25. Additional penalty fees may apply to domestic LLCs.
- How do I dissolve an LLC in Missouri?
To dissolve an LLC in Missouri, you’ll need to submit an Articles of Termination for Limited Liability Company form with a $25 filing fee by mail.