Form an LLC in Missouri.

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Your LLC’s Name

The name chosen for your new Missouri LLC must be able to be told apart from any other Missouri LLC, corporation, or other business entity registered with the Missouri Secretary of State. This applies not only to businesses originally formed in Missouri, but also those started elsewhere but authorized to conduct business in the “Show Me” State.

The last words of the name must be one of the following terms: “Limited Liability Company,” “Limited Company,” “LC,” “L.C.,” “LLC,” or “L.L.C.” The LLC’s name may include the word “corporation,” “incorporated,” “limited partnership,” “LP,” “L.P.,” “Ltd.,” or any abbreviation or term that states or implies that it has been formed for some purpose not included in its articles of organization, or that it is a part of the government.

You may reserve your new LLC’s name for up to 30 days before you actually file for organization with the Missouri Secretary of State.

Articles of Organization

Forming your new LLC in Missouri requires filing articles of organization with the Corporations Division of the Missouri Secretary of State. A minimum filing fee of $116 applies.

The new LLC’s articles of organization must be executed (signed) by at least two of the organizers and include the company’s name, the purpose for which it is being formed, the organizers’ names and addresses, the street address of the LLC’s registered office (including the county), the name of the LLC’s registered agent at that office, and a statement as to whether the LLC will be manager- or member-managed. It must also state if the LLC is scheduled to dissolve by a certain date or upon a certain event, or if it is perpetual.

The articles may also include other items that the members decide to specify, as long as they don’t go against state law, even if they are also included in the operating agreement.

Your LLC is considered “organized” once an original and a copy of the articles of organization are received by the Missouri Secretary of State’s office with the appropriate filing fee. The articles must be executed by at least two organizers. The articles of organization are effective as of when they are filed.

Registered Agent and Office

Every Missouri LLC must have an in-state registered agent to receive official state correspondence, both administrative and legal. An LLC registered agent can be an individual resident or a corporation that is authorized to conduct business in Missouri. The registered office can be a place of the LLC’s business, but the registered agent must have as a business office that is the same as to the registered office.

Operating Agreement

One of the LLC’s most important documents is its operating agreement, which can be amended or repealed as allowed by the agreement itselfor applicable state law. Having an operating agreement isn’t technically mandated by the state-but it’s a vital internal document that officially sets out how the LLC will operate. The operating agreement lists the members, how much each one has invested, how profits are to be divided, and how much relative weight each member has when matters come to a vote.

The operating agreement may also list when meetings can be held, how much notice must be given, what constitutes a quorum, voting rules, and so on, but it is not required to. Usually, though, it does list rules already specified in state laws. It can also include constraints on the members’ power to adopt, change, or repeal an operating agreement. If there is more than one member, the original operating agreement must be approved by all the LLC’s members in writing.

Membership in the LLC

An LLC has to have at least one member, and each member must be a natural person or a recognized business entity. The member may procure an interest in or become a member of the LLC when it is formed, in a manner specified in the operating agreement, or when the admission is recorded in the LLC’s records. To become a member, the newcomer normally needs to make a contribution, pay cash, or transfer property to the LLC, or assume an obligation to do so. However, a person may be admitted as a member of the LLC without acquiring a membership interest if there is such a provision in the articles of organization or operating agreement, or if all members consent and the person’s admission is documented in the LLC’s records.

Members’ contributions to the LLC can be in the form of cash, property, the use of property, promissory notes, services previously rendered, or some other valuable consideration.

A member can only resign from the LLC in the way that the articles of organization or operating agreement specify. These documents also usually list a minimum period of membership before resignation is allowed. LLCs can pursue damages from a former member if the member’s resignation causes problem.

Ongoing Requirements

LLCs must submit an annual report to the Missouri Secretary of State that includes:

  • The name of the LLC and the state or country where it was organized
  • The street address and county of the LLC’s registered office
  • The name of the LLC’s registered agent at that office
  • Whether there has been any change in the registered agent or office
  • The address and telephone number of the LLC’s main office
  • The name and address of each manager (or, if the LLC has no managers, its members)
  • A brief description of the nature of the LLC’s business

Missouri LLC’s should also keep these records available for inspection:

  • An alphabetical list of current and past members and managers and their mailing address
  • Copies of records that would enable a member to determine the relative voting rights of the members
  • The articles of organization and any amendments
  • The LLC’s federal, state, and local income tax returns for the past three years
  • The written operating agreement with any amendments
  • The LLC’s financial statements for the past three years
  • Any written promise by a member to make a contribution
  • Any written consents by the members to the admission of any person to the LLC
  • Any written consents by the members to continue the LLC after the withdrawal of a member
  • Any other documents about issues required to be in writing pursuant to the operating agreement

In addition, it’s a good idea for your LLC to keep available minutes of the proceedings of the board and committees of the owners or members.


An LLC is dissolved when any one of the following events occurs:

  • An event or events occur that the articles of organization or operating agreement specify as requiring dissolution
  • The number or percentage of members specified in the operating agreement agree to dissolve the LLC
  • An event happens that makes it illegal for the LLC to continue
  • When a member leaves the LLC, unless the remaining members agree to continue the LLC within 90 days
  • When the LLC is not the surviving entity in a merger or consolidation
  • When a Judicial decree ordering dissolution is entered


An LLC provides certain tax advantages compared to a corporation, including being able to make more deductions. An LLC is not treated as a separate tax entity like a corporation, but rather can be a “pass-through entity” when it comes to taxes, so that the LLC owners report business losses or profits on their personal tax returns.

Unless you choose for your LLC to be taxed as a corporation, the IRS treats single-member LLCs as sole proprietorships for tax purposes. This means the LLC itself does not pay taxes and does not have to file a tax return. The IRS treats multi-owned LLCs as partnerships for tax purposes, unless you choose for your LLC to be taxed as a corporation. This means that LLC owners each pay taxes on their share of the profits on their personal income tax returns, not the LLC itself.

The tax rate for Missouri LLCs varies, based on taxable net income.

Learn more about forming an LLC in Missouri

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

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EIN / Tax ID Number Providing an EIN is required to open a
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Personalized Operating Agreement Includes most common provisions to protect members from liability

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Commonly Asked Questions For Starting a Missouri LLC

How is an LLC Taxed?
For federal income tax purposes the profits of an LLC (Limited Liability Company) "pass through" to the personal income of the members/owners. In the case of a single member LLC it is taxed the same as a sole proprietorship (i.e. typically filed on the schedule C of the owner's personal income tax filing). In the case of a multi member member it is taxed the same as a partnership (i.e. a 1065 partnership return is filed with the IRS, with a schedule K-1 being supplied to each partner/member showing the proportional profit/loss allocated to them, with this being filed on the schedule C or E).
NOTE: These are general tax explanations and may not apply to everyone. You should confer with the appropriate accounting/tax specialists to make sure you understand your personal tax liability.
What is the Management Structure of an LLC?
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-US Residents allowed to own a Corporation of 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 LLC 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 LLC?

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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