The LLC’s business name for the new Missouri LLC must be different from all other business entity names registered with the Missouri Secretary of State. This applies not only to businesses originally formed in Missouri, but also those started elsewhere but authorized to conduct business in the “Show Me” State. The last words of the name must be one of the following terms: “Limited Liability Company,” “Limited Company,” “LC,” “L.C.,” “LLC,” or “L.L.C.” The LLC’s name may include the word “corporation,” “incorporated,” “limited partnership,” “LP,” “L.P.,” “Ltd.,” or any abbreviation or term that states or implies that it has been formed for some purpose not included in its articles of organization, or that it is a part of the government.
The name LLC name must be reserved for up to 30 days before the actual filing for organization with the Missouri Secretary of State.
The filing time for the state of Missouri is 7 business days and can be expedited within 1 business day.
State Filing Fees
The state filing fee is $50, and can be expedited for an additional $50.
Articles of Organization and Operating Agreement
When starting your new LLC in Missouri, it requires filing articles of organization with the Corporations Division of the Missouri Secretary of State. A minimum filing fee of $116 applies.
The new LLC’s articles of organization must be executed (signed) by at least two of the organizers and include the company’s name, the purpose for which it is being formed, the organizers’ names and addresses, the street address of the LLC’s registered office (including the county), the name of the LLC’s registered agent at that office, and a statement as to whether the LLC will be manager- or member-managed. It must also state if the LLC is scheduled to dissolve by a certain date or upon a certain event, or if it is perpetual. The articles may also include other items that the members decide to specify, as long as they don’t go against state law, even if they are also included in the operating agreement.
The LLC is considered “organized” once an original and a copy of the articles of organization are received by the Missouri Secretary of State’s office with the appropriate filing fee. The articles must be executed by at least two organizers. The articles of organization are effective as of when they are filed.
The operating agreement, a very important document, can be amended or repealed as allowed by the agreement itself or applicable state law. Having an operating agreement isn’t technically mandated by the state-but it’s a vital internal document that officially sets out how the LLC will operate. The operating agreement lists the members, how much each one has invested, how profits are to be divided, and how much relative weight each member has when matters come to a vote.
The operating agreement may also list when meetings can be held, how much notice must be given, what constitutes a quorum, voting rules, and so on, but it is not required to. Usually, though, it does list rules already specified in state laws. It can also include constraints on the members’ power to adopt, change, or
repeal an operating agreement. If there is more than one member, the original operating agreement must be approved by all the LLC’s members in writing.
As it relates to membership in the LLC, an LLC has to have at least one member, and each member must be a natural person or a recognized business entity. The member may procure an interest in or become a member of the LLC when it is formed, in a manner specified in the operating agreement, or when the admission is recorded in the LLC’s records. To become a member, the newcomer normally needs to make a contribution, pay cash, or transfer property to the LLC, or assume an obligation to do so. However, a person may be admitted as a member of the LLC without acquiring a membership interest if there is such a provision in the articles of organization or operating agreement, or if all members consent and the person’s admission is documented in the LLC’s records.
Members’ contributions to the LLC can be in the form of cash, property, the use of property, promissory notes, services previously rendered, or some other valuable consideration.
A member can only resign from the LLC in the way that the articles of organization or operating agreement specify. These documents also usually list a minimum period of membership before resignation is allowed. LLCs can pursue damages from a former member if the member’s resignation causes problem.
Every Missouri LLC must have an in-state registered agent to receive official state correspondence, both administrative and legal. An LLC registered agent can be an individual resident or a corporation that is authorized to conduct business in Missouri. The registered office can be a place of the LLC’s business, but the registered agent must have as a business office that is the same as to the registered office.
Ongoing Filing and Compliance
LLCs must submit an annual report to the Missouri Secretary of State that includes:
- The name of the LLC and the state or country where it was organized
- The street address and county of the LLC’s registered office
- The name of the LLC’s registered agent at that office
- Whether there has been any change in the registered agent or office
- The address and telephone number of the LLC’s main office
- The name and address of each manager (or, if the LLC has no managers, its members)
- A brief description of the nature of the LLC’s business
- Missouri LLC’s should also keep these records available for inspection:
- An alphabetical list of current and past members and managers and their mailing address
- Copies of records that would enable a member to determine the relative voting rights of the members
- The articles of organization and any amendments
- The LLC’s federal, state, and local income tax returns for the past three years
- The written operating agreement with any amendments
- The LLC’s financial statements for the past three years
- Any written promise by a member to make a contribution
- Any written consents by the members to the admission of any person to the LLC
- Any written consents by the members to continue the LLC after the withdrawal of a member
- Any other documents about issues required to be in writing pursuant to the operating agreement
In addition, it’s a good idea for your LLC to keep available minutes of the proceedings of the board and committees of the owners or members.
An LLC is dissolved when any one of the following events occurs:
- An event or events occur that the articles of organization or operating agreement specify as requiring dissolution
- The number or percentage of members specified in the operating agreement agree to dissolve the LLC
- An event happens that makes it illegal for the LLC to continue
- When a member leaves the LLC, unless the remaining members agree to continue the LLC within 90 days
- When the LLC is not the surviving entity in a merger or consolidation
- When a Judicial decree ordering dissolution is entered
An LLC has the availability of more deductions compared to corporations. An LLC can be a “pass-through entity” when it comes to taxes, so that the LLC owner or owners report business losses or profits on their personal tax returns, in the same way that a partnership would.
Unless you choose for your LLC to be taxed 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. The IRS treats multi-owned LLCs as partnerships for tax purposes, unless you choose for your LLC to be taxed as a corporation. This means that LLC owners each pay taxes on their share of the profits on their personal income tax returns, not the LLC itself.
The tax rate for Missouri LLCs varies, based on taxable net income.