If you live in Missouri, and you run an online (or offline) business, then chances are you will need to form a Missouri LLC to make sure your business and personal assets are protected. In this post, I will share exactly what you need to form your Missouri LLC today (and why forming an LLC is a good idea for most small businesses to shield you from personal liability).
All of the materials and instructions in this guide are 100% free, although there may be some affiliate links or other offers to purchase our products and services that will help you with your Missouri LLC sprinkled throughout. But rest assured, there is no obligation for you to purchase anything. And if you do decide to purchase from our preferred vendors, we may receive financial compensation.
Now, on to filing your Missouri LLC!
If this is the first time you've set up an LLC, whether in Missouri or elsewhere, this process may seem rather confusing. We've tried to simplify it as much as possible. Just follow the steps below in order and you should be fine.
Before Setting Up Your Missouri LLC… What You Need to Know
A Missouri LLC (otherwise known as a Limited Liability Company) is a legal business structure created by state law that can be used to protect your personal assets from your business creditors. In other words, if your business gets sued by a disgruntled client, an injured employee, or your business hits hard times and defaults on financial obligations, then your personal assets (including your home, other real estate, financial assets, vehicles, etc.) are will be protected (assuming you are running your Missouri LLC properly).
Another major benefit to forming a Missouri LLC is that you can elect S-Corporation tax status if and when it makes sense for your business to do so.
If you are running an online business, you can use your Missouri LLC to receive income from affiliate offers, Adsense revenue (if you have a Youtube Channel), or other ad revenue from a company such as Mediavine (if you are placing ads on your website). In addition, your LLC will own your online assets such as your domain names, course offerings and other online products. Your Missouri LLC will also own your intellectual property, such as your trademarks.
If you have an offline business, you can use an LLC to purchase real estate assets, vehicles, inventory for your business, and more.
Here are the next steps to setting up your Missouri LLC.
Step 1: Pick a Name for Your Missouri LLC
The first step in forming a Missouri LLC is to pick a name. Most people overthink this process, believing that they need to come up with the perfect business name for their LLC. As a result, they get stuck and don't move any further towards getting their Missouri LLC setup.
Don't make that mistake.
Picking a name is relatively straightforward and easy. You just need to make sure that your chosen name is available in Missouri.
According to Mo. Rev. Stat. § 347.020, your name must be “distinguishable upon the records of the secretary from the name of any corporation, limited liability company, limited partnership, limited liability partnership, or limited liability limited partnership which is licensed, organized, reserved, or registered under the laws of this state as a domestic or foreign entity.”
The only exceptions to this rule are if the holder of a prior registered name consents to your use, or if a court of competent jurisdiction has established your prior right to use the name.
Missouri LLC Company Name Search
We recommend you conduct a name search before filing your Articles of Organization with the state to ensure that your chosen name is available.
According to Mo. Rev. Code § 347.020, the name of your LLC “shall contain the words “limited company” or “limited liability company” or the abbreviation “LC”, “LLC”, “L.C.” or “L.L.C.” and shall be the name under which the limited liability company transacts business in this state unless the limited liability company registers another name or conspicuously discloses its name as set forth in its articles of organization.
Step 2: Choose your Missouri Registered Agent
When you file your Missouri LLC, you are required to name a registered agent that has a physical office location within the state.
A Missouri Registered Agent is an individual or a company that is appointed to receive legal documents (also called “service of process”) on behalf of your LLC. These documents could include lawsuits where your LLC is named as the defendant, tax notices and other important notifications.
Registered Agent Requirements in Missouri
Just as with almost every other state, registered agents in Missouri must have a physical street address within the state of Missouri. You may not use a PO Box as your registered agent address. The registered agent must be available to accept legal notices during normal business hours, Monday through Friday, every business day of the year.
Mo. Rev. Stat. § 351.070 states:
1. Each corporation shall have and continuously maintain in this state:
(1) A registered office which may be, but need not be, the same as its place of business;
(2) A registered agent, which agent may be either an individual, resident in this state, whose business office is identical with such registered office, or a corporation authorized to transact business in this state having a business office identical with such registered office.
2. The address, including street and number, if any, of the initial registered office, and the name of the initial registered agent of each corporation organized under this chapter shall be stated in its articles of incorporation.
The Problem with Serving as Your Own Registered Agent in Missouri
Many online business owners falsely believe that they can save some money by naming themselves as the registered agent for their LLC. There are two primary problems with this strategy.
- Your name and address will become public record in Missouri. If you are concerned about privacy, this may not be the best decision.
- You must be present at the address you list during normal business hours to accept service of legal documents. If you decide to take a vacation or travel (as many online entrepreneurs do), then you risk failing to receive important legal notifications that can adversely impact your LLC.
Who Should Serve as Your Registered Agent?
To serve as a registered agent in Missouri, you must have a physical address within the state, be a resident of Missouri, and be at least 18 years old.
In theory, either you or a family member could serve as your own registered agent. However, this is not a solution that we recommend at Hawthorn Law.
We recommend that you hire a corporate registered agent (also known as a commercial registered agent or registered agent service).
A corporate registered agent is a company that operates in Missouri and their job is to fulfill your legal obligations as a registered agent. The typical fee to hire a corporate registered agent is between $100-$200 per year.
Hiring a corporate registered agent is a fast and easy process. Once you sign up, they will provide you with an address that you can list on your Articles of Organization. (Note that unless you have reached an agreement otherwise with the entity you hire, this address should NOT be used as your business address).
We currently recommend using Incfile to serve in this role.
Step 3: Complete your Missouri LLC Articles of Organization
To form an LLC in Missouri, you must file the official Missouri Articles of Organization.
You may file this document either online, in person, or you may mail it in. However, we recommend filing this document online as it is simpler to do and you will receive approval much faster.
How long will it take for your Missouri LLC to be approved?
If you file your Articles of Organization by mail, your Missouri LLC will take anywhere from several days to several weeks to be finalized. According to the Secretary of State’s website, “[w]e have recently upgraded to a new enhanced filing system. Unfortunately, due to this upgrade we are experiencing a longer processing time than normal. Our office is diligently working on processing the documents in the order they [are] received. We appreciate your patience during this time.” So your guess as to how long it will take to process your mailed in documents is as good as ours.
However, if you file online, then your LLC will be approved immediately and you will save $55 on the filing fee, which is why we recommend using Missouri’s online filing system.
Missouri LLC filing fee: $50 (plus minimal credit card fee) if filed online, otherwise $105 for in-person or mailed-in filings. Click here for a full list of state fees.
To file your Missouri LLC online as recommended above, visit the online business registration portal and follow these steps:
1. Create a user account if you do not already have one.
2. Once logged in, you will be taken to your dashboard. Select “Create LLC”.
3. Confirm the correct type (i.e. Limited Liability Company) is shown in the drop-down menu. Then select domestic (assuming you live and work in Missouri) and “Begin” to start your filing.
4. Move through each step entering the required information.
5. You must indicate how long the LLC will operate until it dissolves (typically “perpetual”) and whether the LLC managed by members or managers.
6. You must specify the purpose for which the LLC is organized.
7. Specify a registered agent. If you have hired Incfile or Hawthorn Law to serve in this capacity, you should have received instructions regarding what information to enter here. A registered agent is an individual/organization who receives all legal notifications for the company.
8. You will enter the names of the organizers. LLCs may have a maximum of five organizers listed for an online filing. To list six or more organizers (not common), you must submit a paper filing. Organizers do not have to be members or owners of the company, nor do they have to be managers of the company. Once the organizers information has been added, select “save organizer”.
9. Complete the principal office address of the LLC. A PO Box may only be used in conjunction with a physical street address.
10. Review the filing and select the box to acknowledge that the information provided above is true and correct. If changes need to be made, select the “update” button next to the section you would like to make changes to.
11. Add a signor to your online registration form and confirm all information on your filing is true and correct by checking the agreement box below the signor information.
12. Lastly, you will click “Shopping Cart”. If any required information is missing, you will receive an error.
13. Once all required information is entered and you add the filing to the shopping cart, you will see options for “Payment”, “Order Copies/Certificates” or “Add Another Filing”.
14. By selecting, “Payment” you will move forward to a payment options. Select Credit Card or Electronic Check to complete the transaction, and then select “Payment”. You will then fill out your payment information. Once completed, you will be taken to the order summary where you can print/view the receipt.
To file your Missouri LLC by mail, you will mail your Missouri Articles of Organization with a check for $105 as follows:
P.O. Box 778
Jefferson City, MO 65102
- Write out a check or money order payable to “State of Missouri Secretary of State”.
- Mail two (2) copies of the completed and signed Articles of Organization and your filing fee to the address listed above.
- We recommend including a self-addressed stamped envelope so that they can mail the file stamped copy back to you.
If you do not want to use the online system, but you don’t want to wait for the mail-in option, you may choose to file your documents in person.
The main office of the Business Services Division in Jefferson City and branch offices in St. Louis, Kansas City, and Springfield are open from 8:00 a.m. to 5:00 p.m., Monday through Friday, except for all legal holidays.
All documents may be submitted in person to the main office in Jefferson City, but there are some limitations to what may be submitted to any of the three branch offices, therefore you are advised to call ahead to all branch offices to confirm that your filing can be processed.
Documents that are in proper form may almost always be processed and filed while you wait.
Step 4: Obtain Federal Tax ID (aka EIN Number) for Your Missouri LLC
We recommend obtaining a Federal EIN (also called an Employer Identification Number) from the IRS after your Missouri LLC is approved and you have received back a file-stamped copy of your Articles of Organization.
You will need your EIN to open a bank account for your new LLC, take payments via Stripe or Paypal, open a business credit card, pay estimated taxes, and for a variety of other reasons.
You may also need a Federal EIN to apply for a variety of business licenses and/or permits in your state, county or municipality. If you hire employees, you will need the EIN to manage your payroll taxes.
To learn more about how to obtain your Federal EIN, review this blog post. Note that you will need a social security number or taxpayer identification number to obtain an EIN for your Missouri LLC.
Step 5: Complete your Missouri Operating Agreement for a Single Member LLC
Drafting a legally valid operating agreement is a vital part of the LLC formation process.
An operating agreement is a legal contract between you as the owner (also called a “member” or “manager”) of the LLC and the company itself. It spells out the rules that you agree to follow by forming the LLC in the first place.
Without an operating agreement, the default rules for how to operate your LLC can be found in the Missouri statutes. Since these statutes can be confusing and vague, and most business owners are not familiar with what they say or mean anyway, it is highly recommended to draft an operating agreement for your Missouri LLC.
Operating agreements will include such information as:
- How much each member will be paid and when
- How the LLC will be taxed
- How much each member will invest into the LLC
- What to do if a member stops working for the LLC
- How to divide profits
In addition, you may need to show an Operating Agreement when you open your business bank account, take out a loan for the LLC, or purchase a vehicle or other long term assets such as an office or rental property.
The other main reason we recommend that all of our online business owners have an operating agreement (that they follow) is to maintain the limited liability protection that comes from forming a Missouri LLC.
Without an operating agreement, there is virtually no difference between you as an individual person and the LLC. In this case, if your LLC were to be sued, the plaintiff would have a much stronger argument to “pierce the corporate veil” for your LLC and reach your personal assets to pay off a judgment.
In addition, if you are operating a multi-member LLC, then having a clearly worded operating agreement is vitally important to help prevent or resolve any disputes between you and the other members. In other words, if you want to stay out of business court, you should invest a couple of thousand dollars in a lawyer to draft a multi-member operating agreement for you.
Single-member LLCs can use our operating agreement template for your LLC.
Step 6: Determine the need for Business Licenses and/or Permits in Missouri
As you can imagine, between the 50 states, and all of the counties and cities in each state, there are tens of thousands of jurisdictions that may require licensing for your online business. To save time, you can use our preferred vendor, Incfile, to do the search for you. When you sign up through Incfile, you will receive a customized list of all the licenses, permits and tax registrations that you may need for your Missouri LLC, as well as all of the required application forms and/or websites you will need to make your business compliant.
Step 7: Make Note of Deadlines
Secretary of State Website: https://www.sos.mo.gov/
Annual Reporting Deadline: None – Missouri does not require Annual Reports for LLCs. However, you may need to make annual payments to the Missouri Department of Revenue.
Links to forms: https://www.sos.mo.gov/CMSImages/Business/llc1.pdf?v=2
State Mailing Address and Contact Information:
James C. Kirkpatrick State Information Center
P.O. Box 778
Jefferson City, MO 65102
*For deliveries which require a physical address, such as express mailings, use:
600 W Main St.
Missouri State Information Center, Room 322
Jefferson City, MO 65101-0778
Telephone: (573) 751-4153
Toll free: 1-866-223-6535
U.S. Customs & Post Office Building
815 Olive Street, Suite 150
St. Louis, MO 63101
(314) 340-7490 (Voice)
Kansas City State Office Building
615 E. 13th St., Fifth Floor Rm 513
Kansas City, MO 64106
(816) 889-2925 (Voice)
Springfield State Office Building
149 Park Central Sq., Rm 624
Springfield, MO 65806
(417) 895-6330 (Voice)
Step 8: Missouri State Taxes
Federal Taxes: One of the major benefits of forming an Missouri LLC is that you have a choice for how you will be taxed at the Federal level. By default, if you are a single member LLC you will be taxed as a sole proprietorship. If you form a multi-member LLC, then you will be taxed as a partnership.
Either way, the profits of the Missouri LLC will flow through to your personal tax return, where you will pay self-employment taxes (generally around 15.3% of the profits), and Federal Income Tax on your profits.
Once your Missouri LLC is earning approximately $30,000-50,000 in profit per member, we recommend talking to a tax professional or legal counsel to explore electing S-Corporation tax status for your Missouri LLC.
At Hawthorn Law® we are all about Trademarks!
At Hawthorn Law®, we are all about Trademarks and brand protection. If you are a creative entrepreneur trying to built an online brand, investing in a trademark to protect the rights to your business name is one of the smartest things you can do for your business.
If you are interested in learning more about how we can help you, please feel free to schedule a strategy session so we can map out a plan for your online business. If you are ready to get started with your trademark, click here to schedule a low-cost brand strategy and trademark review session to go over your options! (If you are looking for guidance on starting your business, LLC's, or general legal proctections and are not ready to proceed with a trademark, then please schedule a strategy call instead.)