Missouri Corporation | How to Incorporate in Missouri | Learn About Incorporating in Missouri

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%.

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