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Form a Corporation in Missouri.

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Choosing a Corporation Name

The name of your new Missouri corporation is very important-it’s one of the first official acts of your business organization, and it’s how people first meet your company.

Your company’s name must be able to be told apart from any other registered Missouri business entity (as well as any reserved names on file). It must be in English or at least written with English letters. It must also contain one or more of the following words (or an abbreviation thereof): “Incorporated,” “Corporation,” “Company” (but this must not follow the word “and” or a symb ol for “and”), or “Limited.”

Your corporation’s name also is not allowed to include language that states or gives the impression that the corporation is a governmental agency, or that it is organized for any purpose other than one permitted by state law and its articles of incorporation.

You can reserve a corporate name that’s not already taken for up to 60 days for a $25 fee.

Articles of Incorporation

After choosing a name, the next step for your new Missouri corporation is filing articles of incorporation. The articles must specify the corporation’s purpose-Missouri allows a corporation to be formed for any lawful business activity. The articles must include whether the corporation is to be perpetual or of limited duration and the name and address of the corporation’s initial registered agent. The articles should also define any limits to (or specify the elimination of) directors’ liability to the corporation or the shareholders for monetary damages.

The articles must be delivered to the state secretary of state’s office by at least one of the incorporators. There must be at least one incorporator; all of them must be a natural person (not just a legal entity) of at least 18 years age. Their duties are to sign, verify, and deliver in duplicate those articles of incorporation to the secretary of state. The articles must include the name(s) and address(es) of the incorporators.

The filing fee is $3, plus a minimum authorized stock fee of at least $55, which makes the minimum incorporation fee $58. The stock portion of the fee is based on the authorized amount of capital for the new corporation, which must be specified in the articles. The new corporation can authorize up to $30,000 of capital for the minimum $55 stock fee; for each additional $10,000 of authorized capital, the stock portion of the fee will increase by $5.

Missouri also also allows optional provisions to be included in the articles of incorporation. These can be items such as the number of members of the board of directors, provisions that limit or define the liability of directors, or whether shareholders may preemptively acquire additional shares.

Registered Agent and Office

Missouri corporations must each have a registered, in-state agent. The registered agent is the person or business entity designated to receive official state correspondence, including notice if the corporation is “served” with a lawsuit.

Likewise, the state requires that all corporations maintain a registered, in-state office that may be its primary place of business. The registered agent must maintain a business office identical to the registered office, and must be either an individual person living in Missouri or a corporation authorized to conduct business in the “Show Me” State.

Bylaws

Bylaws lay out a corporation’s basic managerial and legal operating principles; the corporation must keep a copy at its main office, but is not required to file them with the state. Nonetheless, they are a critically important document for the corporation.

At its initial meeting, the board of directors should adopt corporate bylaws, and then keep them updated as time goes on. The corporation’s board of directors can make, alter, amend, or repeal those bylaws, unless the articles of incorporation reserve this right to the shareholders. Bylaws normally address:

  • Shareholders’ and directors’ meetings
  • The authority, number, and tenure of directors
  • Voting procedures
  • The duties, responsibilities, and tenure of officers
  • How stock is issued
  • How and when annual financial information is provided to shareholders

Directors

Officers may be listed in the bylaws or elected by the board in compliance with the bylaws. A corporation must have at least a president and a secretary, chosen by the directors. An officer may hold more than one office in the corporation unless the articles of incorporation or bylaws say otherwise.

Requiment Reports

An annual report must be filed with the Missouri Secretary of State in the month that the company was originally incorporated (except for the first calendar year of incorporation). This report must include the corporation’s name, the names and addressed of directors and officer, the name of the registered agent and the address of the registered office, and the corporate mailing address.

Taxes

The state of Missouri does impose a corporate income tax calculated based on the corporation’s net income. Determining that taxable income starts with deducting operating expenses and proceeds to reach the net taxable income reported for federal tax purposes. The corporation may also deduct half of federal income tax payments before calculating next taxable income for state purposes. The Missouri state corporate income tax rate is 6.25%.

Learn more about incorporating in Missouri

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silver

$0

+ $59 (state fee)

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

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Gold

$149

+ $59 (state fee)

everything from silver+

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EIN / Tax ID Number Providing an EIN is required to open a
business bank account and is required to
file business tax returns.

Personalized Operating Agreement Includes most common provisions to protect members from liability

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Platinum

$299

+ $59 (state fee)

everything from
silver & gold+

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Expedited Filing Expedited processing speeds the turn- around time for your order.

Customized LLC Kit Personalized slip binder and embossed seal with your company name and date of formation.

FedEx Delivery Faster mailing option that includes a track number.

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Commonly Asked Questions For Starting a Missouri Corporation

How is a Corporation Taxed?
Unlike many other business entities in which the profits pass through to the owners' personal tax return (e.g. LLCs, S Corporations, etc.), the C Corporation is a completely separate taxable entity. The C Corporation pays federal taxes on the net profits (after all expenses, including salaries and bonuses) of the business by filing the 1120 form with the IRS. The after tax profits can be paid out to the owners (shareholders) in the form of dividends, or retained for reinvestment of the business. The first $50,000 of net income is only federally taxed at 15% rate, and the next $25,000 is taxed at a 25% rate. Different states have different rules on how they tax corporations.
What is the Management Structure of an Corporation?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-U.S. Residents Allowed to Own a Corporation or LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an Corporation with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an Corporation?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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