Guide to Getting a Missouri LLC

1. Name your Missouri LLC

Give your Missouri limited liability company a name. Brainstorming names is one of the more fun parts of running a business. Still, keep in mind there are rules you’ll need to follow. If the Missouri Secretary of State rejects your name, you’ll have to start the whole filing process over.

Follow Missouri LLC naming guidelines

Missouri law requires you to follow these rules when naming your LLC:

• The name must be distinguishable from any other domestic or foreign business entity already registered in Missouri.
• The name must contain a “designator” indicating that it’s an LLC. You can use “Limited Company,” “Limited Liability Company,” or one of the following abbreviations: “LC,” “L.C.,” “LLC,” or “L.L.C.”
• You can’t use words that imply that your LLC is a different business entity type, such as “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 Missouri LLC Articles of Organization.
• The name can’t imply that the LLC is a governmental agency (for example, using words like “federal,” “state,” “police,” etc.)

Finding a Unique Name

So, how do you know if the name you want hasn’t already been claimed by someone else? You can conduct a Missouri business search to find out if your desired business name is available. We’ve created a step-by-step Missouri name search guide to make things easier.

If you’ve decided on a name but you aren’t ready to register your LLC in Missouri, you can reserve it with the state for 60 days by completing an Application for Reservation of Name and paying a filing fee.

Check for trademarks

Although the Secretary of State may accept your LLC name, that doesn’t mean it’s available to use. Business names can be trademarked at the federal and state levels. Check with the United States Patent and Trademark Office website to see if anything similar is already trademarked at the federal level.

State trademarks apply only within the state, but they’re easier and less expensive to get than federal trademarks. To check to see if your name has been trademarked in Missouri or apply for a state trademark of your own, contact the Missouri Secretary of State office at (866) 223-6535.

It’s also a good idea to do some independent research to see if anyone else has laid claim to the name you want. You can conduct internet searches or even consult a trademark attorney.

Think about your domain name

Another consideration when choosing a business name is whether you can find a domain name that matches it. Even if you can’t find an exact match, you may be able to find something close to use as your website’s URL. If not, you may even want to rethink your first name choice.

Is your Missouri LLC name available as a web domain?

Regardless of whether you sell your products or services directly online, you’re going to want a presence on the web. When potential clients search for you online, you’ll want them to find a website where they can get contact and other basic info about your business.

For this reason, it’s important to get a good domain name that pairs well with your business name. You’re likely going to be putting that URL on your business cards and other marketing materials, and you want people to be able to remember it and associate it with your business.

The perfect domain name for your company may already be taken, but you can still find others. In fact, if you find a fantastic available domain name, it might be worth naming your business after that URL rather than the other way around.

Our domain name search tool can help you see if your desired business name or some other suitable name is available as a URL. If you find such a domain name, you might want to lock it down before someone else does.

You can also check to see what social media handles are available. Many businesses market on platforms like Instagram, Facebook, and Pinterest, so getting the appropriate social media names can be important for effective online marketing.

We have a domain name service to help you find and purchase a domain name for your business. We can also help you create a business website and provide domain name privacy.

Registering a Fictitious Name

If your company will be doing business under a name that’s different from its legal name, Missouri law also requires you to complete a Fictitious Name Registration with the Secretary of State and pay a small filing fee. It’s also known as “Doing Business As” (DBA) registration in many states.

This form allows you to market your business under a name other than its official legal name. You can file online or by mail, and the registration must be renewed every five years. Take a look at our Missouri DBA page for more information and how we can help you with this process.

2. Appoint a registered agent in Missouri

Name a registered agent for your LLC. The state needs you to name an individual or business entity that’s responsible for receiving service of process and other important legal notices in person. This person or business is called a registered agent.

Missouri requires you to have a registered agent at all times, as well as a registered office where the agent can be found. The registered office must be a physical street address in Missouri, not a P.O. box or something similar. The registered office does not have to be your business address.

Who can be my registered agent?

Missouri law states that the agent may be either an individual who’s a resident of Missouri with a business office identical to the entity’s registered office, or it may be a corporation authorized to transact business in Missouri with a business office identical to the entity’s registered office.

Your Missouri registered agent must be available to accept legal notices in person at the registered office during normal business hours.

The state also expects you to keep your agent information current. If your agent or registered office changes, you’ll need to file a statement of change of the registered agent. You also need to get the new agent’s written consent and submit it along with this statement.

Benefits of Using Registered Agent Services

Some business owners assume that the easiest way to meet the registered agent requirement is to appoint themselves as the agent. But this could have some unintended consequences, which is why many use a registered agent service like ours. Some of the benefits include:

• Discreet receipt of legal notices (as opposed to being served a lawsuit in front of a client)
• Ability to move your office location without having to update your agent address with the state
• Freedom to leave the office, as the agent must be present at the office during all normal business hours

You’ll need to include your agent information in your paperwork when you file your LLC with the state. Missouri also allows you to change your agent at any time if necessary.

What if a process server can’t find my Missouri registered agent?

Some business owners think that serving as their own registered agent is the simplest way to meet Missouri’s agent requirement. But consider what could happen if a process server is unable to find you or your appointed agent.

This can occur if you aren’t in the office (for example, out of town, on vacation, sick, etc.) when someone needs to reach the agent. It can also happen if you move and forget to update your paperwork with the state.

In addition to legal penalties for being out of compliance, failing to maintain an agent could mean that a process server can’t find you to notify you of a lawsuit. In that scenario, a court case against you could actually go forward without your knowledge, meaning you wouldn’t even have a chance to defend yourself.

ZenBusiness can provide your registered agent

When you sign up for our registered agent service, we’ll provide you with an agent in Missouri, meaning there will always be someone available to receive important legal, tax, and other notices from the state. 

This keeps you in compliance with the registered agent statutes and helps you avoid embarrassing scenarios where you could be served papers for a lawsuit in front of clients.

Our registered agent service also helps keep your paperwork organized. When you get important documents, we’ll quickly inform you and keep them together in your online “dashboard.” From the dashboard, you can view, download, and/or print them whenever you want. You can stop digging through piles of papers to try to find misplaced critical documents.

3. File Missouri Articles of Organization

File Articles of Organization with the Missouri Secretary of State. Once the state approves your Missouri LLC online filing and you pay the required filing fee, your LLC will be official.

To file your Missouri Articles of Organization online, you’ll first need to create an account on the Business Registration Online Portal on the Missouri Secretary of State website. To complete your Articles, you’ll need the following information (be aware that the information you provide becomes public record):

• Company name
• Company purpose(s). You can either list a specific purpose here or just put something to the effect of “to transact any or all lawful business for which a limited liability company may be organized under the laws of the State of Missouri.”
• Registered agent name and address (no P.O. boxes)
• Whether the LLC will be managed by its members or managers
• The LLC’s duration if you don’t intend it to be perpetual. This could be a set date or a specific event that triggers the LLC’s dissolution.
• Names and street addresses of all organizers
• Name and address to return the filed document
• The effective date of the LLC. If you don’t want the LLC to be created at the time of the filing, you can set a future date for the filing to take effect, up to 90 days from the time the Articles are filed.
• Signatures of all the LLC organizers

The Articles form also asks if you want to form a Series LLC. In a Series LLC, a “parent” LLC serves as an umbrella LLC over multiple separate entities, which are shielded from each other’s liabilities. This option is available only in certain states, and Missouri is one of them.

You can read more about this type of LLC on our Series LLC page. However, ZenBusiness doesn’t assist with Series LLC formation at this time.

Let professionals help your filing

Filing official government documents like this can be intimidating, which is why we’re here. If you opt for one of our business formation plans, our team can handle the filing for you to make sure it’s done quickly and correctly the first time.

Member-Managed or Manager-Managed?

Missouri’s Articles of Organization form has a line that reads, “The management of the limited liability company is vested in…” and asks you to choose “managers” or “members.” They’re asking you how you want your LLC to be governed, by the members/owners (member-managed) or by a manager (manager-managed).

Most LLCs choose to be managed by the members because they only have a few owners or just one. In those cases, it usually makes sense for the LLC owner(s) to do member-management because they’re running the business themselves. All members are sharing in running the business and making decisions for it.

But some LLCs prefer to appoint or hire a manager instead. In the manager-managed option, one or more LLC members can be appointed to make management decisions, or someone from outside the LLC can be hired to manage the company.

Manager-management can be helpful when some of the members want only to be investors in the company as opposed to running the business and making daily decisions about it. LLCs with a lot of members also sometimes find it easier to have a manager because it’s difficult to get all the members together to make decisions on a regular basis.

Maintain your Missouri Articles of Organization information

You only need to file your Articles of Organization once. However, if certain information in the Articles changes, such as contact information or the name and address of your registered agent, you’ll need to update your information with the state by filing Missouri Articles of Amendment and paying a filing fee.

If you do need to file an amendment, we have an amendment filing service that can handle it for you as well as our Worry-Free Compliance service, which includes two amendment filings every year.

Why would I delay my Missouri LLC filing date?

Some entrepreneurs, especially if it’s near the end of the calendar year, will delay their LLC filing date to January 1 of the coming year. This way, they can avoid the hassle and cost of having to pay taxes on an LLC in the current year. This is especially true if the future LLC owners don’t need to establish the company right away.

Ordinarily, the effective filing date would be the day the Missouri Secretary of State approves your filing. But you also have the option to tell the state that you want your effective date to be at a later time. You can choose to have your LLC’s effective date be up to 90 days past the date you submit the filing.

This is something else we can help you with. When you form your LLC in Missouri with us, we give you the option of paying an extra fee to have your LLC’s effective date delayed. (This service is only offered from October to January.)

Keep your MO LLC’s paperwork organized

If you have us file your Articles of Organization, once the state approves your LLC, all of the relevant paperwork will be available from your ZenBusiness dashboard. There you can keep it and other important paperwork digitally organized.

You’ll also want to keep your Articles in a safe location along with your important legal documents, your operating agreement, member certificates, contracts, compliance checklists, transfer ledger, etc. We offer a customized business kit to help you keep these important documents organized and looking professional.

4. Create an operating agreement

Make an LLC 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. Though required, the document doesn’t have to be filed with the Secretary of State or any other governmental agency.

What do I include in the operating agreement?

A good Missouri operating agreement may include:

• How much ownership of the LLC each member has
• Conduct rules and regulations for the company
• How the LLC will be managed
• Rights, powers, and duties of employees, members, and managers
• Voting structure for business decisions
• Profit allocations among members
• Procedures for admitting or removing members
• Procedures for dissolving the LLC and dividing its assets

The agreement may also include the appointment of a manager or managers and details on the scope of their authority.

✓ If you’re unsure as to how to go about creating an operating agreement for your Missouri LLC, then check out this guide. Make note that, if you decide to form your LLC with ZenBusiness, all our plans include a customizable operating agreement template to save you time researching and crafting the agreement yourself.

5. Apply for an EIN

Apply for an IRS Employer Identification Number (EIN). To pay your federal taxes, you’ll likely need to apply to the Internal Revenue Service (IRS) for an EIN, also known as a federal tax identification number. Think of it as a Social Security number for your LLC. It helps the IRS identify your business, and banks usually require it to open a business bank account.

You can get your EIN through the IRS website, by mail, or by fax, but if you’re unfond of dealing with that particular government agency, we can get it for you. Our EIN service is quick and eliminates the hassle.

✓ Our LLC formation service includes obtaining an EIN for your LLC but we can also help you get an EIN for an existing company

Register to pay Missouri taxes

Once you have your EIN, you’ll need to register your business with the Missouri Department of Revenue and, if you have employees, the Missouri Department of Labor and Industrial Relations, Division of Employment Security. You can register online for the following:

• Sales tax
• Vendor’s use tax
• Consumer’s use tax
• Withholding tax
• Unemployment tax
• Tire and lead acid battery fee
• Corporate income tax (if you plan to have your LLC taxed as a corporation)

After you’ve finished the online registration, you’ll receive a confirmation number and additional information about your registration. Processing usually takes two to three days. Keep the confirmation number for your records. For more information, contact the Missouri Department of Revenue.

Can filing as an S corp lower my taxes?

The LLC business structure gives you more flexibility than a corporation. That extends to how you can choose to have your LLC taxed.

By default, an LLC has pass-through taxation. This appeals to most owners of LLCs because it avoids “double taxation,” in which a corporation pays taxes at both the business level and again when the income is distributed to the individual owners. But some LLCs opt to be taxed as a C corporation or an S corporation because, in their case, it works to their advantage.

Being taxed as a C corporation does mean you get double taxation, but, for certain LLCs, the pros can sometimes outweigh the cons. One benefit is that C corporations have the widest range of tax deductions, which could be an advantage in some scenarios, especially for more profitable LLCs. For example, some employee benefits can be written off as a business expense.

S corp is short for “Subchapter S Corporation” and is a tax status geared toward small businesses. Having your LLC taxed as an S corp has pass-through taxation like a standard LLC, but there’s another potential advantage for some LLCs: It could reduce your self-employment taxes. 

Self-employment taxes are the portion of your taxes that pay for Social Security and Medicare. In a typical LLC, you would pay these on all of your profits.

But filing as an S corp allows you to be an “employee-owner” and split your income into your salary and your share of the company’s profits. That way, you pay employment taxes on your salary, but not self-employment taxes on your profits. (You’ll still pay the other applicable taxes on your LLC profits, of course.)

The drawback is that the Internal Revenue Service scrutinizes S corps more closely, meaning you’re more likely to get audited. S corps also have more restrictions for qualifying.

While it’s possible that one of the above options could work better for your LLC, remember that business taxes are very complex and specific to your situation. That’s why you truly need to consult a tax professional to see which taxing method works best for your Missouri business.

If you decide to form your LLC with an S corp status, our S corp service can help you do that.

For Employers

If you plan to hire employees, you’ll need to report all new hires to the Missouri Department of Social Services within 20 days of the hire date. You’ll also be responsible for withholding employee taxes, providing workers’ compensation insurance, and registering with the Missouri  Department of  Labor and  Industrial  Relations – Division of Employment Security for unemployment insurance tax.

Open a business bank account for your Missouri LLC

Once you’ve secured your Federal Employer Identification Number, you’ll be able to open a business bank account. Having separate accounts for your business and your personal banking is critical for sorting out your finances at tax time and helps you avoid mixing your personal assets with business assets. Having a business bank account may also allow you to get a business credit card.

To help new business owners, we offer a discounted bank account through our partners. This allows for unlimited transactions, online banking, a debit card, and more. When you want to authorize others in your business to use the account, we offer a banking resolution template to simplify the process.

Finally, if you need further help managing your new business’s finances, try ZenBusiness Money. It can help you create invoices, receive payments, transfer money, and manage clients all in one place.