Steps to Form a Missouri Nonprofit Corporation
- Select initial directors
- Choose a name
- Choose a Missouri registered agent
- File Articles of Incorporation with Missouri
- File initial report
- Create corporate bylaws
- Hold an organizational meeting for the board of directors
- Set up a corporate records method
- Get tax ID numbers
- Apply for all necessary Missouri licenses and permits
- Apply for tax-exempt status
- Register as a charity with the state
- Acquire insurance for your nonprofit
- Open a bank account
Step 1: Select initial directors
Your Missouri nonprofit corporation needs a minimum of three directors.
Step 2: Choose a name
Your name must be distinguishable from any other business entity. Check to see if a name is available using the Secretary of State’s searchable database. You can also reserve a name while you finish preparing to file for incorporation. In Missouri, business names can be reserved for 60 days, and you can renew the reservation for an additional two 60-day periods. ZenBusiness’s name reservation service can take care of the formalities for you and let you focus on your nonprofit’s goals.
When choosing a name, it’s also important to consider your online presence. Choose a name that has a matching domain available, then let ZenBusiness’s domain registration service secure it for you.
Step 3: Choose a Missouri registered agent
All registered business entities in Missouri must appoint a registered agent. A registered agent receives official documents and legal papers on behalf of a corporation. In Missouri, a registered agent must be an individual or corporation and must have a physical address in Missouri, not a PO Box. They must be available during standard business hours and agree to receive papers on the corporation’s behalf if it’s sued.
There are disadvantages to acting as your own registered agent. The registered agent must be available during normal business hours, so they’re tied to one location. Not to mention being delivered legal documents in front of clients can be awkward. ZenBusiness’s registered agent service can connect you with a registered agent to receive your nonprofit’s papers and ensure they’re uploaded to your dashboard and forwarded to the correct person at your nonprofit.
Step 4: File Articles of Incorporation with Missouri
Both domestic (in-state) and foreign (out-of-state) nonprofit corporations file for Articles of Incorporation on the Secretary of State website. The online form prompts you for all required information and processes the filing fees. Foreign entities must provide a copy of a Certificate of Existence or Certificate of Good Standing from their state of domicile. You can also print the forms and mail them in with payment.
Nonprofits applying for tax-exempt status with the IRS must include specific language. This relates to the nonprofit’s purpose, dissolution clause, and prohibited actions. The IRS’s website provides advice about this wording.
Step 5: File initial report
In Missouri, you have to file an initial report within 30 days of filing your Articles of Incorporation. You can print your report form from the Secretary of State website.
Step 6: Create corporate bylaws
Your corporate bylaws are the rules that govern how you take care of corporate formalities, such as holding meetings and electing officers. They don’t need to be filed with the Secretary of State.
Step 7: Hold an organizational meeting for the board of directors
The organizational meeting is the first meeting of your board of directors. At this meeting, you need to approve the bylaws, appoint officers, and approve any initial transactions, such as opening a bank account.
Step 8: Set up a corporate records method
To maintain tax-exempt status, nonprofits need to keep detailed records. This means saving all important documents such as Articles of Incorporation, bylaws, and the minutes of meetings. These can be stored physically in a records binder or electronically in the cloud. Just ensure that your documentation is secure.
Step 9: Get tax ID numbers
Your Employer Identification Number (EIN) identifies you with the IRS. You need it before you can apply for tax-exempt status. You can get one through the IRS, or use ZenBusiness’s EIN service to save time.
You also need to apply for a Missouri tax ID with the Missouri Department of Revenue.
Step 10: Apply for all necessary Missouri licenses and permits
Licenses and permits for Missouri nonprofit corporations may be required at the local, state, or federal level. There’s no central place to check for all the licenses you require, but ZenBusiness has a business license report service that can help you identify the permits that you need.
Step 11: Apply for tax-exempt status
The next step is to apply for tax-exempt status with the IRS. Most nonprofits should apply using Form 1023. There’s a long form and short one, fill out the one that best meets the needs of your nonprofit.
Once you have approval from the IRS, you’ll be sent a letter of determination. This will exempt you from state corporate taxes in Missouri. You can apply for exemption from sales and use taxes with the Department of Revenue.
Step 12: Register as a charity with the state
Most charitable nonprofit corporations need to register with the Attorney General’s Office.
Step 13: Acquire insurance for your nonprofit
The type of insurance your Missouri nonprofit corporation requires depends on your activities, industry, number of employees, and any assets. Most nonprofits that have employees have to register for unemployment with the Division of Employment Security. If you have five employees or more, you also need worker’s compensation. Check the state’s department of labor website, or talk to a qualified insurance agent to help you determine your insurance needs.
Step 14: Open a bank account
Open a business bank account to keep the finances of your nonprofit separate from any directory. Your EIN is generally needed to open a business bank account. It’s best to call ahead to make sure you have everything in hand before starting the process.
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At ZenBusiness, we are proud to support small businesses through a variety of different tools and services. Whether you need a registered agent service, want to reserve a business name, or looking to register a domain, our goal is to help you stay on the road to success. Check out our services, and contact us today to see how we can help you grow your company.
Missouri Nonprofit Corporation FAQ
- Can the founder of a Missouri nonprofit receive a salary?
Yes, if the founder is working as an employee and the salary is not excessive. The IRS does audit nonprofit salaries, and can remove tax-exempt status if they feel this rule isn’t being followed.
- What happens if a nonprofit makes money in Missouri?
Money made by a nonprofit can be reinvested in the nonprofit, used to further their cause, or saved to pay for future expenses.
- What kinds of Missouri businesses can be a nonprofit?
The IRS says that nonprofits must be formed for one of the following purposes: religious, charitable, scientific, literary, or educational. Nonprofits further their causes in many ways. For example, an educational nonprofit can be an after-school tutoring program, or a college teaching thousands of students.
- Can Missouri nonprofits sell products?
Nonprofits can sell products to raise funds and awareness for their cause. In Missouri, nonprofits sales made by nonprofit corporations “solely in their civic or charitable functions and activities” are exempt from sales tax.