Ready to incorporate? Transform your organization into a legal business entity in three easy steps today with LegalZoom. Once you incorporate, you'll gain the ability to protect your personal assets from financial risk and to shrink your personal tax bill. We'll help you choose what type of corporation you want to become and walk you through the whole process. LegalZoom has helped thousands of businesses incorporate online so you can feel confident using the best resource on the web.
When incorporating in Missouri with LegalZoom, we not only file your articles of incorporation with the Missouri Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your Missouri corporation.
Missouri Incorporation Information
Incorporating in Missouri
The name of a Missouri business corporation:
In addition, the name must contain one or more of (or an abbreviation of as an ending) the following words:
- Must be distinguishable from any other registered Missouri business entity and any reserved names on record, subject to certain exceptions under state law.
- May not contain language stating or implying that the corporation is any governmental agency or organized for a purpose other than that permitted by state law and its articles of incorporation.
- Must be in the English language or written with English letters.
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check before filing to see which names are available.
Articles of Incorporation:
- "Company" (NOTE: The word "company" may not be preceded by the word "and" or a symbol denoting it, such as "&")
In order to incorporate in Missouri, articles of incorporation must be filed with the Missouri Secretary of State. Missouri law requires that certain information be included in your articles of incorporation. The following is a summary of those requirements:
Corporate Purpose(s): Missouri allows a corporation to be formed for any lawful business activityThe corporate purpose(s) must be stated in the articles.
- Minimum Number of Incorporators: One or more.
- Eligibility Requirements: An incorporator must be a natural person at least 18 years old.
- Duties: Signing, verifying and delivering in duplicate the articles of incorporation to the Secretary of State.
- Listing Requirements - The name and place of residence of each incorporator must be listed in the articles.
- Minimum Number of Directors: A board of directors shall consist of one or more individuals with the number specified or fixed in accordance with the articles of incorporation or bylaws.
- Any corporation may elect its directors for one or more years, not to exceed three years, the time of service and mode of classification to be provided for by the articles of incorporation or the bylaws of the corporation.
Other Required Information:
- The aggregate number of shares that the corporation is authorized to issue must be stated in the articles.
- If the aggregate number of shares which the corporation shall have the authority to issue exceeds 30,000 or the par value exceeds $30,000, the corporation must indicate the number of shares of each class, if any, that are to have a par value and the par value of each share. In addition, the articles must include a statement of the preferences, qualifications, limitations, restrictions, and the special or relative rights in respect of the shares of each class.
- The name and address of the corporation's initial registered agent and initial registered office.
- The duration of the corporation, whether limited or perpetual.
- The limitation or elimination of liability of directors regarding the breach of fiduciary duty to the corporation or the shareholders for monetary damages in certain situations.
Missouri permits optional provisions to be integrated into the articles of incorporation, such as provisions limiting the liability of directors, the number of members in its board of directors, and whether shareholders have preemptive rights to acquire additional shares.
The power to make, alter, amend, or repeal the bylaws of the corporation are vested in the shareholders, unless and to the extent that such power may be vested in the board of directors by the articles of incorporation. However, the original bylaws of a corporation may be adopted by the directors. The bylaws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation.
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 and these offices must be chosen by the directors. Any officer may hold more than one office in the corporation unless otherwise stated in the articles or the bylaws.
Every Missouri corporation must have a registered agent in Missouri -- the person or office designated to receive official state correspondence and notice if the corporation is "served" with a lawsuit.
Eligibility Requirements - The registered agent must maintain a business office that is identical to the registered office, and must be either (1) an individual person residing in Missouri or (2) a corporation with authority to transact business in Missouri.
Missouri requires that every corporation maintain a registered office in this state that may be its place of business
Under Missouri law, a professional corporation is formed in order to render services within one specific profession, subject to certain state exceptions. Professional corporations generally may not offer any other non-ancillary services and must comply with particular conventions in its choice of corporate name.
Professions which must be incorporate as a professional corporation include: accountants;architects or engineers; attorneys at law; chiropodist-podiatrists; chiropractors;dentists; optometrists; physicians, surgeons, doctors of medicine or doctors of osteopathy; psychologists; veterinarians; registered nurses; any natural person licensed as a real estate salesperson; and physical therapists.
Annual Registration Report:
A report must be filed with the Missouri Secretary of State each year in the month of incorporation or qualification, except for the first calendar year of incorporation. For corporations existing prior to July 1, 2003, however, the annual registration report is due in the month indicated in the corporation's last annual report. This report must indicate:
Income Tax Rate: For information on the Missouri state income tax rate, visit: http://www.dor.mo.gov/
- The corporation's name;
- The address of its registered office and the name of its registered agent at that office;
- The name and address of its directors and officers; and
- The mailing address of the corporation's principal place of business or corporation headquarters.
S corporation status is recognized by the State of Missouri.