Are you ready to get your business up and running in the state of Missouri? If you are planning on forming a Limited Liability Company (LLC), a key step is understanding how to file the Articles of Organization with the Secretary of State’s office.
We’ll take a look at what that entails, so you can feel confident in taking this all-important step toward setting up your new business.
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Table of ContentsThe Missouri Articles of Organization is the official document filed with the Missouri Secretary of State, Corporations Division, to establish a Limited Liability Company (LLC). After the filing is approved by the state, the business can officially begin operating and register for the necessary business licenses and permits.
To file the Missouri Articles of Organization, you will need to submit the completed LCC-1 Articles of Organization form to the Missouri Secretary of State. The form can be downloaded and sent by mail or filed online directly with the state.
In this example, I’ll go over the online registration, so to get started, visit the Missouri Secretary of State’s website and create an account.
Then click on “Create LLC”
Next, select whether you are forming a domestic LLC or a foreign LLC. Domestic LLC is the most common and refers to when a business is formed within its home state. A foreign LLC is an LLC that was initially formed in another state and now wants the authority to physically conduct business (such as opening a retail store, warehouse, etc.) in the state of Missouri.
The first step in filling out the Missouri LLC Articles of Organization is to pick a business name.
You are first asked whether you have a name reservation number. This refers to the ability to reserve an LLC name with the state. Reserving a name isn’t required, and most people won’t have a name reservation before forming their LLC.
Before picking a name, there are a couple of requirements to be aware of.
1. The name of your LLC must not be too similar to the name of another business entity already registered with the state of Missouri. You can verify name availability by doing a Missouri LLC name search with the Missouri Secretary of State to be sure the LLC name is available.
2. The name of the LLC must include one of the following entity identifiers at the end of the business name:
– Limited Liability Company
– Limited Liability Co
– Limited Company
– LLC
– L L C
– L.L.C.
– L. L. C.
– LC
– L C
– L.C.
– L. C.
While the Secretary of State page only shows “Limited Liability Company,” “Limited Company,” “LC,” “L.C.,” “L.L.C.,” or “LLC,” you can actually choose from all of the above.
The name can’t include an entity identifier of another entity, such as a corporation or Limited Partnership (LP or Ltd.)
3. Last, you may not use words that could imply the business is part of a state or federal government agency, such as the name of a state department, FBI, or Treasury.
Also, unless additional paperwork is filed with the state, a business can’t use words such as bank, university, or any licensed professional such as an attorney or doctor unless the business is licensed to provide those services and a licensed individual is part of the LLC.
Enter the LLC name, including the identifier, to continue.
This step allows you to select how long the LLC will exist. Most LLCs will choose perpetual as they don’t have a date in mind to close the business. Entering a date is more common for investment-related entities.
The next step provides information regarding whether the LLC is Manager-Managed or Member-Managed.
A Member-Managed LLC is one where the members are involved with the day-to-day operations of the business. Many LLCs are operated and run by the owner, in which case they would be Member-Managed.
A Manager-Managed LLC refers to a Limited Liability Company that hires a manager to run the business, similar to hiring a CEO of a corporation.
Choose from one of the choices and move to step 4.
In this section, you will enter some basic information regarding the LLC’s purpose.
A little detail on what the business will do is necessary, but keeping this statement somewhat generic allows the purpose of the business to change without needing to amend the Articles of Organization later.
While you cannot back-date the formation date of your LLC, you can delay the start date of the LLC.
If you want the LLC to start today, leave this field blank; otherwise, enter a start date less than 90 days in the future.
In Missouri, an LLC can elect to be a series LLC, which is essentially multiple LLCs under one umbrella. This is an optional section.
Every Missouri LLC must have a registered agent who is responsible for receiving legal documents on behalf of the LLC. The registered agent must either be a Missouri resident or a business with a physical office in the state of Missouri.
You can either appoint an “Individual,” such as yourself, as the registered agent or appoint someone else, such as a friend or family member, or an “Organization,” such as a professional registered agent service.
The main requirements to be a Missouri registered agent are that they are an adult and be at a physical address during normal business hours.
The Organizer is someone who is involved with the LLC formation. The Organizer may or may not be a member, such as a mentor, attorney, or accountant, but any of the initial member(s) could be listed as an organizer.
Select individual if a person is acting as an organizer or an organization if the organizer is operating as an agent of a company, such as an LLC formation service.
At least one person or organization is needed to register as the LLC organizer and will list a name and physical address since PO Boxes aren’t allowed.
This is an optional section, and here you can enter the principal office address of the LLC. The principal office address may be, but is not required to be, the actual place of the business to the physical street address or the main location where the business records are kept.
A physical address must be used, as P.O. Boxes are not acceptable.
Next, review the submitted information to ensure it is correct. If it is, the organizer will click on the box certifying the above information is correct.
The organizer(s) will again certify that the information provided in the Missouri LLC Articles of Organization is correct.
After agreeing, it’s time to pay the state filing fee and submit the Articles of Organization to the Missouri Secretary of State!
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The cost to file the Articles of Organization and form an LLC in Missouri is $50 when filing online or $105 when filing by mail.
LLCs are formed immediately in Missouri when the Articles of Organization are filed online or 1 week when filing by mail.
Missouri Statute § 347.081 states that every Missouri LLC is required to have an LLC operating agreement.
The operating agreement is an internal document that covers items like ownership rights, profit and loss distribution, member responsibilities, and more.
The requirements for business licenses and registrations in Missouri vary depending on what the business does and where it’s located.
Unlike most states, there is no annual report or annual LLC fee in Missouri.
Only Missouri LLCs that either have more than one member, will hire employees, or elect to be taxed as a partnership or corporation are required to get an Employer Identification Number (EIN).
The EIN or Employer Identification Number (also called a Federal Employer Identification Number or FEIN) is a unique 9-digit tax identification number that is assigned by the Internal Revenue Service (IRS).
If the LLC isn’t required to get an EIN (though you can still get one), the LLC will use the social security number of the business owner.
