Form a Missouri LLC
Ready to start your limited liability company? Transform your organization into a legal business entity in three easy steps today with LegalZoom. As an LLC, you'll gain the ability to protect your personal assets from financial risk and enjoy the benefits of a corporation with fewer formalities. We'll help you choose how you want to organize your LLC and walk you through the whole process.
When you form your Missouri LLC with LegalZoom, we prepare and file your articles of organization with the Missouri Secretary of State. We also conduct a name search for your Missouri LLC to assist you in the preparation of your operating agreement and other customized services corresponding to your needs. Once your articles of organization have been successfully filed, your Missouri LLC has been formed and begins its existence as a legal business entity.
LegalZoom LLC Overview
Registering a Limited Liability Company Name: Choosing a business name is one of the first steps in the process of forming your Missouri Limited Liability Company. The name that you choose:
Must contain, as the last words of the name, the words "limited company" or "limited liability company" or the abbreviation "LC", "LLC", "L.C." or "L.L.C."
May not contain the word "corporation", "incorporated", "limited partnership", "L.P.", or "Ltd." or any abbreviation of one of such words or any word or phrase which indicates or implies that it is organized for any purpose not stated in its articles of organization or that it is a governmental agency
Must be distinguishable upon the records from the name of any Missouri Limited Liability Company, corporation, limited partnership or other business entity organized, reserved or registered under the laws of this state or licensed or registered as a foreign corporation, LLC or limited partnership in this state
A LLC may apply to the secretary of state for authorization to use a name that is not distinguishable if either:
The holder of a reserved or registered name consents to such use in writing and files appropriate documentation to change its name to one that is distinguishable from the applicant's LLC name
A certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of such name in this state is filed with the secretary of state.
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check for your Missouri Limited Liability Company before filing to see which names are available.
Registering a Limited Liability Company Name: Once you have chosen an available name, LegalZoom can help you register your name with the state.
Articles of Organization: In any Missouri LLC formation, articles of organization must be signed by all organizers and delivered to the Missouri Secretary of State for filing. State law requires that certain information be included in the articles of organization of your Missouri LLC formation. This information must include:
The LLC name
The purpose for which the LLC is organized
The period of LLC's duration (the latest date for dissolution) if the LLC is to dissolve by a specific date or events, if any, on which the LLC is to dissolve
The name and address of each organizer
The street address (mailing address) of the LLC's initial registered office
The name of the LLC's initial registered agent at the above address
A statement as to whether the company will be manager managed.
Any other provision, not inconsistent with law, set forth in an operating agreement.
Filing: Your LLC is considered organized once the original executed articles of organization, which may be either a signed or conformed copy, are delivered to the Missouri Secretary of State by one or more persons.
A certificate of organization will be issued and delivered along with the conformed copy to the representative of the LLC. The original articles of organization will in turn be filed with the Secretary of State along with the month, day and year of filing.
Additionally, a Missouri LLC formation generally requires inclusion and/or considering of the following:
Operating Agreement: Although not required, LLC members may adopt an operating agreement to regulate the internal affairs of the company, including the management of the LLC, which may also be amended and repealed as allowed by the agreement or applicable law.
Membership: A LLC must have one or more members. Requirements:
Minimum Number of Members: A limited liability company must have one or more members
Eligibility Requirements: A natural person
Procedure for Membership: A person may be admitted as a member of a LLC either at formation, by signing the initial operating agreement or after formation, by complying with the operating agreement or, if the operating agreement is silent, upon the unanimous vote of the members entitled to vote.
Resignation of Membership: A member always has the power, though not necessarily the right, to terminate the member's membership by resigning or retiring at any time. Certain prohibitions exist surrounding the right of a member to resign from the company.
A member may not resign from a limited liability company except in accordance with the operating agreement or articles of organization.
Contribution:The contributions of a member to the LLC may consist of cash, other property, the use of property, services rendered, a promissory note or other binding obligation to contribute cash or property or perform services or any other valuable consideration.
Registered Agent In Missouri
LegalZoom can also provide your business with a Registered Agent in Missouri. Every Missouri LLC is required to continuously maintain a registered office and agent ?the person or office designated to receive official state notice and communications if the company is "served" with a lawsuit.
Eligibility Requirements: A registered agent in Missouri may be: (1) an individual, resident of this state, whose business office is identical with such registered office, or (2) a domestic or foreign corporation authorized to do business in this state, and whose business office is identical with such registered office.
Registered Office: A registered office may be the LLC's place of business. However, a registered agent in Missouri is required to maintain a business office that is identical with the registered office
Missouri Secretary of State
Once a Missouri LLC has been created, the Missouri Secretary of State will require certain recurring responsibilities and duties. The most important of these are explained below. For further information, refer to the Missouri Secretary of State office.
Records: Each Missouri limited liability company shall keep following records open to inspection at its office:
A current and a past list in alphabetical order, setting forth the full name and last known mailing address of each member and manager, if any
A copy of the articles of organization and all articles of amendment thereto, together with executed copies of any powers of attorney pursuant to which any articles have been executed
Copies of the LLC's federal, state and local income tax returns and reports, if any, for the three most recent years or, if none exist, copies of the information and records which should have been provided to the members to enable them to prepare their federal, state and local tax returns for such period
Copies of any effective and past written operating agreements, and all amendments thereto
Copies of any financial statements of the limited liability company for the three most recent years
Unless contained in a written operating agreement, a writing setting out:
o The amount of cash and a statement of the agreed value of other property or services contributed by each member and the times at which or events upon the happening of which any additional contributions agreed to be made by each member are to be made
o Information that would enable a member to determine the relative voting rights of the members on a particular matter if such voting rights are other than on a per capita basis
o Any events upon which the limited liability company is to be dissolved and its affairs wound up
Copies of any written promise by a member to make a contribution to the limited liability company;
Copies of any written consents by the members to the admission of any person as a member of the limited liability company;
Copies of any written consents by the members to continue the LLC upon withdrawal of any member;
Copies of any other instruments or documents reflecting matters required to be in writing pursuant to the operating agreement.
Acts Triggering Dissolution: A LLC is dissolved upon the happening of any one of the following events:
Upon the happening of the events specified in the operating agreement or in the articles of organization
Upon the written consent of all members
Except as provided in the operating agreement, the withdrawal of a member if a majority of the remaining members agree within 90 days to dissolve the LLC
An event of withdrawal with respect to the sole remaining member
Entry of a decree of dissolution
When the limited liability company is not the surviving entity in a merger or consolidation.
A LLC can offer certain tax advantages over a corporation, including the availability of more deductions. Additionally, a LLC is not required to be a separate tax entity like a corporation; instead it can be a "pass-through entity" so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.
Federal Income Tax: Unless you elect to tax the LLC 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. Unless you elect to tax the limited liability company as a corporation, the IRS treats multi-owned LLCs as partnerships for tax purposes. This means that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself. If you desire, by filing IRS Form 8832, you may elect corporate taxation if you regularly need to keep a substantial amount of profits in your LLC.
State Income Tax: The LLC tax rate for Missouri is variable and based on Missouri taxable net income.
Federal Tax Identification Number: Your LLC may need to obtain a federal tax identification number (also known as an employment identification number/ EIN), which is similar to an individual's social security number. Generally, you will not need a separate EIN number for your LLC as long as you are the sole owner and the LLC has no employees. However, if you are not the sole owner of the LLC or if the LLC has employees, your LLC will need a separate EIN number to open a bank account and for certain tax filing requirements LegalZoom can prepare your Federal Tax ID Application if you have not already done so.
Filings must be made with the Missouri Secretary of State along with the correct filing fee. When appropriate, a check payable to the State of Missouri must accompany the document, covering all fees charged by the Secretary of State.