How to Start an LLC In Missouri

There are many reasons why Missourian entrepreneurs favor the LLC business structure. LLCs in Missouri enjoy numerous advantages and protections, from low-cost filing options to personal asset protection, easy tax filing, zero double taxation, fewer mandatory requirements, and many more.

The Revised Statutes of Missouri, specifically the Missouri Limited Liability Company Act, stipulates the requirements for forming and operating an LLC in Missouri. Per Chapter 347, the procedures for creating an LLC in the state are as follows:

File Missouri LLC Articles of Organization 

Create a Missouri LLC Operating Agreement 

File the LLC in-person, via mail, or through third-party services 

Create an LLC Online in Missouri 

Unlike other states, there is no requirement to file annual reports or statements of information in Missouri.

The responsibility of administering the filing and registration processes in Missouri rests primarily on the Office of the Secretary of State (SOS), particularly its Business Services Division, which is further divided into four units or sub-departments. Courtesy of its Corporations Section, the Office of the Secretary of State has incorporated at least 190,000 licensed businesses and handled their reports. 

Individuals who wish to conduct research on a business entity in Missouri can do so by accessing the Business Entity Search Tool provided by the Secretary of State’s Office.

What is an LLC?

An LLC (Limited Liability Company) in Missouri refers to a unique legal business structure that merges the elements of a partnership and corporation. In other words, it is formed by one or more members or owners who can enjoy the managerial flexibility and tax advantages of partnerships while also shielding themselves from personal liabilities in the event of financial challenges or legal problems.

Generally, there are three types of LLCs in Missouri – Single-Member LLCs (SMLLCs) and Multi-Member LLCs (MMLLCs). As their names imply, SMLLCs have only one owner, while MMLLCs are formed by at least two members. MMLLCs are basically partnerships with a specialized form referred to as a series limited liability company. Note that although some partnerships may enjoy some limited liability benefits, partnerships and LLCs remain two distinct business structures.

Step 1: Missouri LLC Name Search

The first step to starting an LLC in Missouri is choosing a business name and ensuring that it is available to be used. Individuals can verify that their proposed names are not already in use by visiting the “Search for a Business Entity” page on the Missouri Secretary of State’s website. While this is the official channel for verifying the availability of a business name in Missouri, individuals may decided to also explore other options including:

Missouri allows individuals to hold their proposed business names for 60 days by filling and submitting an Application for Reservation of Name form. They are also allowed to renew their registration by another 60 days after the initial period expires. Reserving business names is a way of temporarily securing the name pending when they are ready to officially register the business. For example, parties who need more time to prepare their LLC filing will benefit from a business name reservation.

Note that Missouri has LLC naming guidelines that determine whether a proposed business name is acceptable or not. They include:

Step 2: Choosing an LLC Registered Agent in Missouri 

Missouri mandates every LLC to have a registered agent that serves as the designated recipient of all official and legal correspondence. It is their duty to file reports with Missouri’s State Secretary and ensure that the LLC receives important documents and notices that pass through them on time. For that reason, finding a suitable registered agent is an important process in the formation of a limited liability company. 

Registered agents in Missouri could be a member, owner, or employee of the LLC. They may also be a business entity with authority to transact business in the state and identical business offices with the LLC or offering registered agent services. However, per Missouri Law 351.370, whoever an LLC appoints as a registered agent must:

Inquirers who wish to find an LLC’s registered agent in the state To do so by performing a Missouri business name search. After typing in the name of the LLC they are searching for, the results will show the name of the company’s registered agent as well as their registered office street address.

How Do I Change my Registered Agent for my LLC in Missouri?

LLCs that wish to change their registered agents in Missouri can do so by completing a Statement of Change of Registered Agent form, printing, and mailing it, along with a $10 check to: 

Secretary of State, 

Corporations Division

PO Box 778

Jefferson City, MO 65102   

Alternatively, they can create and log into their accounts on the corporation’s online portal and change their registered agents by amending their Articles of Organization. Although this is a much faster process, it attracts a charge of $25, payable by credit or debit card.

Another option is to change the registered agent on the annual report if filing by paper.

Step 3: LLC Filing Requirements in Missouri

A Missouri LLC is upon the submission of the articles of organization to the SOS. LLCs are also required to draft an operating agreement as a condition for forming the business entity. Missouri Articles of Organization and Operating Agreements are discussed below:

Section 347.037 of the Revised Statutes of Missouri makes provision for filing Articles of Organization when forming an LLC in the state. An Article of Organization refers to the form that needs to be completed, signed, and filed with the SOS to officially form the LLC. It contains various details about the company, including:

Note that organizers are to submit the Article of Organization along with other necessary forms to complete the company formation. For example, series LLCs

After filing the Articles of Organization, the next step is to draft an operating agreement. As the name implies, operating agreements specify the roles of each member of the LLC as well as the overall ownership structure. Although operating agreements are not compulsory in Missouri, it’s important to create them because they serve as the “LLCs constitution” to ensure clarity in business operations and provide acceptable methods for dispute resolution.

Note that unlike many other states, Missouri LLCs are not required to file statements of information. Instead, they can file an Amendment of Articles of Organization for a $25 fee if there are any changes to the LLC.

Do You Need a Missouri Address for LLC?

Yes, to start an LLC in Missouri, applicants must provide a physical address in the state that serves as the official location for sending and receiving legal documents. While it is not mandatory that the address is the company’s primary place of business, it must be a valid and accessible Missouri address where legal correspondence can be received. This address is typically contained in the Articles of Organization that will be filed with Missouri’s Secretary of State, as well as other documents that form the LLC.

It is worthy of mention that LLCs without physical addresses may make use of a virtual office or consider hiring registered agent services that can provide them with an acceptable address to fulfill this legal requirement.

How to Get a Virtual Address for LLC in Missouri 

Interested individuals may obtain a Missouri virtual address by hiring the services of virtual business address providers. Many of them offer real street addresses and address-only services in many Missouri cities. 

Generally, the steps to follow include:

Step 4: How to File for an LLC in Missouri 

Parties who wish to file for an LLC in Missouri can do so by submitting their Articles of Organization for a Limited Liability Company (LLC 1) in-person or via mail to the Corporations Divisions of the Missouri Secretary of State. For in-person submissions, individuals can obtain a hard copy of the LLC 1 form from the Corporations Unit of the Secretary of State and submit it there. The office is located at:

Missouri Secretary of State

Corporations Unit

James C. Kirkpatrick State Information Center

600 West Main Street, Room 322

Jefferson City, MO 65101 

Meanwhile, parties who wish to file their articles of organization via mail can obtain the form by downloading the PDF format from the Missouri Secretary of State website. After filling the form, they will be required to mail it to:

State of Missouri 

Secretary of State

Corporations Division

P.O. Box 778 

600 West Main St., Room 322

Jefferson City, MO 65102

Note that it costs $105 to file for an LLC by mail in Missouri.

How to Create an LLC Online in Missouri 

Missouri organizers can create an LLC online by visiting the state’s Business Registration Online Portal. On the portal, they will be able to log into their accounts with their login ID and password and follow the prompts to form their company. Organizers without an account can create one by clicking “Create Account” on the page.

Can You Have Multiple Businesses Under One LLC in Missouri?

Yes, Missouri allows owners to operate multiple companies using the same LLC name by registering fictitious business names also known as DBAs (“Doing Business As.”) This allows them to run more than one business under various names without having to change their legal name. It is also cost-effective, offers flexibility, and helps them to simplify business operations.

By virtue of Section 417.200 of the Revised Statutes of Missouri, LLCs must register their fictitious names with the Office of the Secretary of State. 

How Long Does it Take to Set Up an LLC in Missouri?

Generally, it takes approximately 15-20 business days to start a Missouri LLC, mailing time inclusive. The actual time depends on numerous factors such as the method of filing (paper or online), the Missouri Secretary of State’s office’s workload, etc. 

For example, it is much faster to file online as online filings are approved as soon as payment is confirmed and can be downloaded immediately and have zero transit time. Meanwhile, the normal LLC processing time for mail filings is about 3 to 4 weeks. On the other hand, in-person submissions will typically take a few hours to process if all the registration forms are filled correctly.

Missouri’s Secretary of State does not provide expedited filing options for businesses that wish to file via mail. As such, the fastest way for individuals to set up an LLC in the state is to file online by themselves. Although the SOS may offer paid expedited options for walk-in filings, it is unclear what the processes will be. As such, parties who wish to file physically should contact the office for instructions.

Note that the time frames above are not definite and can change at any time.

Step 5: How to Get an EIN for LLC in Missouri

EIN is an acronym for Employer Identification Number. The IRS (Internal Revenue Service) assigns these numbers to LLCs to identify the business just as Social Security Numbers (SSNs) identify individuals. Since EINs are issued by the IRS, interested parties may obtain theirs by submitting applications to the federal government agency online or via mail.

To apply for EIN online, parties are advised to access IRS’ online EIN application page, click on “Apply Online Now,” then “Begin Application,” and tick/fill the required fields. Note that application for EIN online is free of charge and available to businesses located within the US only.

For those who do not want to fill in their information online, they can download Form SS-4, complete it, and send it via fax or mail to this location:

Internal Revenue Service

Attn: EIN Operation

Cincinnati, OH 45999

Fax: 855-641-6935

For businesses incorporated in foreign countries, the mail or fax should be sent to:

Internal Revenue Service

Attn: EIN International Operation

Cincinnati, OH 45999

Fax: 855-215-1627 (within the US.)

Fax: 304-707-9471 (outside the US.)

Step 6: Do LLCs Pay Taxes in Missouri?

Yes, LLCs in Missouri pay taxes. Even though Missouri LLCs do not pay state income taxes or file annual reports like many other states, they still have some tax obligations to fulfill. For example, LLCs that elect to be taxed as corporations must file corporate income tax returns (Form MO-1120) with the Missouri Department of Revenue (DOR). Likewise, LLCs that choose to have their businesses taxed like a partnership will have to complete Form MO-1065 (the Missouri Partnership Return of Income) along with the Federal Form 1065.

Note that Missouri LLCs also pay state employer taxes, as well as sale and use taxes.

How Are LLCs Taxed in Missouri?

Generally, it is the IRS that determines the taxes Missouri LLCs pay, and this amount is typically based on the number of owners the company has. As such, LLCs with only one member are regarded as sole proprietorships for the purpose of paying taxes, so they will have to pay self-employment taxes. Profits from such single-member LLCs are considered to be part of their individual 1040 tax return to be reported on Schedule C. If a multi-member LLC agrees to be taxed as a partnership, each partner will receive a Schedule K-1 that indicates their share of the company’s loss or income. 

Note that single-member LLCs are taxed as sole-proprietorships, and multi-member LLCs are taxed as partnerships by default. Under default status, they must pay a 15.3% self-employment tax on their income. 

Any LLC that does not want to be taxed under “default status” may request an “elective status” by submitting an additional form to the IRS. If the request is granted, the LLC will be treated as a corporation for the purpose of paying taxes.

For LLCs that elect to be taxed as corporations can either pay taxes as S or C corporations.Co-operations do so on healthcare fringe benefits.

Tax Benefits of an LLC in Missouri

Missouri is one of the most tax-friendly states in the US, especially when it comes to state income taxes. Many advantages also contribute to its favorable tax structure, including: 

Do You Have to Renew LLC Every Year in Missouri?

No. Unlike other US states, Missouri does not require LLCs to file annual reports or pay annual fees to the Office of the Secretary of State. However, they must ensure that they are LLC compliant to maintain good standing. This includes: 

How Much Does It Cost To Start an LLC in Missouri

An LLC in Missouri is formed when the article of organization is filed and approved by the Missouri Secretary of State. So, technically, it takes $50 or $105 to form an LLC in Missouri as that is the online/mail filing fee for an article of organization. However, there are other optional costs associated with forming an LLC in the state and they include:

Note that the overall costs of forming an LLC in Missouri can significantly vary from company to company as it depends largely on the business’s unique needs. Again, the cost requirements for foreign Missouri LLCs are significantly different from the domestic Missouri LLC cost requirements.

Can You Form an LLC In Missouri For Free?

No, it is not possible to form a Missouri LLC for free. From paying to reserve a business name to filing costs for articles of organization, hiring a registered agent, etc., there are always expenses to cover when creating an LLC in the state.

How to Start an LLC in Missouri For Free/At Minimal Cost

While forming an LLC in Missouri is not free of charge, business owners can significantly reduced the costs by various means including:

What Businesses Should Consider Forming an LLC in Missouri?

Generally, any kind of business is good enough to become an LLC in Missouri as long as their objectives are in line with the law. However, there are some businesses that would benefit greatly from the LLC structure compared to others. They include:

LLCs are best suited for start-ups and small/medium-sized entities because they are the easiest and fastest ways for entrepreneurs to start a business. People who run their businesses as a side job will not have all the time that is needed to properly set up and familiarize themselves with complex formation procedures. So, they will find the simplicity of LLCs highly appealing.

More than just the simplified rules, however, LLCS also offer these types of businesses similar advantages as larger corporations.

High–risk businesses will benefit a great deal from an LLC structure because of the liability protection it offers. If the business suffers loss, the owners can be sure that their personal property cannot be seized.

Unlike corporations, LLCs are not taxed twice from the same income source. This is a huge advantage for businesses on a budget as it helps them save money.

What are the Benefits of An LLC in Missouri

There are many perks that come with registering a business as an LLC. Beyond the tax benefits already discussed above, Missouri LLCs also enjoy:

exceed the nominal value of their shares. This is much unlike sole proprietorships, where the owner has zero liability protection.

How Does an LLC Work in Missouri

In addition to what has already been discussed above, there are many things to note about how LLCs work in Missouri. One of them is that Missouri LLCs offer their members various ownership rights. For example, members have the right to vote concerning important matters that affect the company, share in the businesses profits and losses, and inspect the books, depending on what is contained in the opening agreements. Owners are also allowed to transfer their membership in units.

When it comes to management of the company, owners may decide to adopt a member-managed structure that allows the LLC members to direct business operations or manager-managed system that employs nonowners to manage the company. LLC members typically pay themselves by receiving income from profit distribution at the end of every year, through periodic payments called draws, or collecting salaries as employees of the company.

LLC VS S Corp in Missouri

There are several differences between LLCs and S corporations in Missouri. First, LLCs have a much simpler structure than S corporations. While S corporations have boards of directors, shareholders, and officers managing the affairs of the business entity, all these are collapsed into managers and owners in LLCs. Note that while LLCs can have an unlimited number of members, the upper limit for S corporations is 100 shareholders.

When it comes to the types of owners, an LLC in Missouri can have owners that cut across various categories including individuals, other LLCs, corporations, estates, trusts, non-resident aliens, etc. However, as a general rule, S corporations are not allowed to have LLCs, corporations, trusts, and partnerships as shareholders. As a matter of fact, only US citizens and residents can operate an S corporation in Missouri.

Again, while LLCs are business entities, S corporations are just tax classifications. In other words, businesses must first be LLCs or C corporations and meet specific requirements before they can be regarded as S corporations.

Although LLCs are generally more common than S corporations, there are some advantages that S corporations have over LLCs that prefer to be taxed in their default status. For example, S corporations can save significant sums on federal corporate taxes, and investors are generally more drawn to S corporations than LLCs.

LLC vs. Sole Proprietorship in Missouri

The primary difference between a sole proprietor and LLC in Missouri is limited liability protection. While sole proprietors are one and the same with their company for the purpose of taxation, profit and loss sharing, LLC owners are legally separated from the business entity.

Another difference between both business entities lies in the number of owners. While sole proprietorships cannot have more than one owner, LLCs can have as many owners as it wishes for. Sole proprietorships cannot sell interests to raise business capital or have shareholders.

When it comes to the formation and maintenance processes, sole proprietorships are much easier to create than LLCs. In fact, they are the easiest type of business structure to form. 

For example, they do not have to file articles of organization or have operating agreements. They are informal business structures that file their taxes similarly to individuals even though they have to include a Schedule C that indicates business profits and losses along with their personal Form 1040 tax return.

Lastly, while LLCs will be in operation after an owner dies, sole proprietorships only exist as long as the owner is alive.

LLC vs. Corporation in Missouri

LLCs and C or general corporations have a number of things in common. For example, they both have limited liability status and, as such, can protect their personal properties against debts. However, they also have numerous differences.

First, unlike LLCs, corporations do not enjoy pass-through taxation. This means that the shareholders are tasked separately at the individual and corporate levels. 

Secondly, LLCs and corporations have different formation procedures, with the process of forming a corporation more costly and complex than that of LLCs. For example, corporations in Missouri must have a board of directors prior to formation and hold annual board meetings after formation. LLCs do not have such requirements.

However, external investors are more likely to favor C corporations over LLCs. This is largely because LLCs cannot offer company shares to non-members of the company.

Interested persons may visit the Missouri Small Business Startup Guide for more information about the various business entities in the state.

Business License vs. LLC in Missouri

A business license in Missouri is not a legal structure in the same way LLCs are. Instead, they merely depict that ability to operate a business within the state. A business license alone does not confer personal liability protection to the owners, and LLCs do. In summary, while commercial establishments with business licenses can run their businesses with or without being an LLC, many LLCs in Missouri require business licenses to operate legally in the state.

Do I Need a Business Licence if I Have an LLC in Missouri?

Yes, many Missouri LLCs require business licenses to operate legally, even though there are no requirements for a general license in the state . The kind of licenses and permits they need depends on the kind of business, services offered, and location. For example, the Missouri Department of Revenue has stated that businesses that engage in the sale of tangible personal property and taxable services must obtain a sales tax license or seller’s permit.

Again, some businesses may need occupational licenses to carry out operations in the state. Anyone who wants to verify whether their industry requires an occupational license can refer to the Missouri Division of Professional Registration’s Listing of Professions

There are also municipal or local business licenses that LLCs may be subject to. An example is Jefferson City, which requires most businesses to obtain city business licenses. Individuals who want to know more about what licenses they must obtain can contact the relevant state and local authorities for inquiries.

How to Dissolve an LLC in Missouri

Any Missouri LLC owner who wishes to end the existence of their company can do so by undergoing a voluntary dissolution process. The first step to dissolving an LLC in Missouri is reviewing the articles of organization and operating agreements to see if there are any rules regarding company dissolution. Many times, these documents contain rules regarding voting to dissolve the company and the percentage of members that must vote in favor of the dissolution. As long as these rules comply with specific procedural obligations like notifying all the members about the meeting in advance, the LLC can follow the dissolution provisions stipulated by their articles of organization or operating agreements to voluntarily dissolve the company.

The provisions for dissolution of an LLC in Missouri are enshrined in Sections 347.045, 347.129, and 347.137 of Missouri’s Revised Statute. Generally, per Missouri’s LLC Act, dissolving an LLC would include:

For more detailed information on the processes for dissolving an LLC in Missouri, interested parties are advised to visit the Secretary of State website.