Articles of Organization LLC Missouri
What Are Missouri Articles of Organization?
The Articles of Organization in Missouri, also known as the Certificate of Formation, are the foundational documents required to legally establish a Limited Liability Company (LLC) in the state. These documents serve as a formal declaration of the LLC's existence and outline essential details about the company, such as its name, purpose, and management structure. The Articles of Organization are governed by the Missouri Revised Statutes, specifically Section 347.039 of the Missouri Limited Liability Company Act. For more information, visit the Missouri Secretary of State's LLC formation page.
Are Missouri Articles of Organization Required?
Yes, filing the Articles of Organization is mandatory for forming an LLC in Missouri. According to Section 347.037 of the Missouri Revised Statutes, an LLC is not legally recognized until these documents are filed with the Secretary of State. Failure to file the Articles of Organization means the LLC does not legally exist, and the business cannot operate under the LLC structure, which includes the benefits of limited liability protection.
Information Required in Missouri Articles of Organization
Name Requirements
The name of the LLC must include the words "Limited Liability Company" or the abbreviations "LLC" or "L.L.C." as per Section 347.020. The name must be distinguishable from other registered entities in Missouri. Certain words, such as "bank" or "university," may require additional approval from relevant state agencies. To check name availability, use the Missouri Business Entity Search.
Missouri Registered Agent and Registered Office
Every Missouri LLC must designate a registered agent and a registered office within the state, as required by Section 347.030. The registered agent can be an individual resident or a business entity authorized to do business in Missouri. The registered office must be a physical address, not a P.O. Box. Consent from the registered agent is required, and more information can be found in the Registered Agent FAQs.
Management Structure
Missouri LLCs can be either member-managed or manager-managed, as specified in Section 347.079. The Articles of Organization must indicate the chosen management structure and provide the names and addresses of the managers or members, depending on the structure.
Organizer Information
The organizer is the individual or entity responsible for filing the Articles of Organization. There are no residency requirements for organizers in Missouri. The organizer's name and address must be included in the filing, as outlined in Section 347.037.
Purpose Statement
Missouri allows for a general purpose statement, meaning the LLC can engage in any lawful business activity. However, specific language may be required for certain licensed professions. For professional entities, additional forms may be necessary, which can be found on the Professional Registration page.
Certificate of Formation Effective Date
The effective date of the Articles of Organization can be immediate upon filing or a future date specified in the document, not exceeding 90 days from the filing date, as per Section 347.037. During any delayed effective period, the LLC is not considered legally active.
How to File Missouri Articles of Organization
Online
The Missouri Secretary of State offers an online filing system called Missouri Online Business Filing. This service is available 24/7, and filings are typically processed within 1-2 business days. Payment can be made via credit card, and a convenience fee may apply. The step-by-step process is outlined on the online filing portal.
To file by mail, send the completed Articles of Organization form to:
Corporations Unit: James C. Kirkpatrick State Information Center P.O. Box 778 Jefferson City, MO 65102
For courier or hand-delivery, use the following address:
Corporations Unit: James C. Kirkpatrick State Information Center 600 W. Main Street, Room 322 Jefferson City, MO 65101
Include one original and one copy of the form, along with a check payable to "Director of Revenue." Processing typically takes 5-10 business days. The filer will receive a stamped copy of the Articles of Organization upon approval.
Missouri Articles of Organization Filing Fee
The filing fee for the Missouri Articles of Organization is $50 for online submissions and $105 for paper filings. For the official fee schedule, visit the Missouri Secretary of State's fee page. Fees are non-refundable, and payment methods include check, money order, or credit card for online filings.
What Happens After Filing Missouri Articles of Organization?
Once the Articles of Organization are filed and approved, the LLC is legally recognized as a separate entity. The filer will receive a Certificate of Organization as evidence of filing. The LLC must obtain a Federal Employer Identification Number (EIN) from the IRS. Additionally, the LLC may need to register for state taxes with the Missouri Department of Revenue. While not required by the state, it is advisable to draft an operating agreement. Missouri LLCs must file an annual report, which can be done through the Secretary of State's website
Common Mistakes When Filing Missouri Articles of Organization
- Name Availability Issues: Failing to check name availability can lead to rejection. Use the Business Entity Search to ensure the name is unique.
- Missing Required Information: Omitting essential details such as the registered agent's information can result in rejection. Ensure all fields are completed as per Section 347.037.
- Incorrect Fees: Submitting the wrong filing fee will delay processing. Verify the current fee on the fee schedule.
- Invalid Registered Agent: The registered agent must meet state requirements. Refer to Section 347.030 for eligibility criteria.
- Restricted Terms Without Approval: Using restricted words without proper approval can cause rejection. Check with relevant agencies for necessary permissions.
- Unsigned Documents: Ensure the Articles of Organization are signed by the organizer to avoid rejection.
- Wrong Forms for Professional Services: Professional LLCs may require additional forms. Visit the Professional Registration page for guidance.
- Delayed Effective Date Errors: Specifying an effective date beyond 90 days is not allowed. Refer to Section 347.037 for guidelines.
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