How to start a Missouri LLC

An LLC is a type of business that helps protect its owners (called members). This means that if the business owes money or gets sued, the members' personal assets, like their house or car, are usually safe. 

In the state of Missouri, an LLC is described as a company where “the owners or “members” of a limited liability company are generally not personally liable for the debts of the business, and a member's financial risk is limited to the amount of his or her investment.” This liability protection is one reason why LLCs are a popular choice for business owners.

If that sounds like a lot of legal jargon - that's because it is! What you need to know is that LLCs are popular with business owners because they are simple and flexible to run. They have fewer rules compared to comportations and the owners can choose if they want to manage the business themselves or appoint managers to do it. 

Another benefit is how taxes work: LLC owners can pay taxes through their own personal tax returns, or they can choose to have the business pay taxes separately, like a corporation. This gives owners more choices in how they handle taxes as their business grows.

Why should I register for an LLC in Missouri?

You may want to register for an LLC in Missouri when:

• You own or want to start a business in Missouri, or want to expand an existing business into Missouri, and want to stay legally compliant. 
• You own or want to start a business, and want more flexibility on how you will manage the business or pay taxes than a corporation would provide.
• You want to protect your personal assets from potential liability resulting from business you conduct in the state of Missouri. 
• You own or want to start a business, and want to register in Missouri to open accounts, lease or buy property, secure funding, or hire employees.

Do I need to file my LLC in Missouri if I live in another state?

Any LLC that does business in Missouri must file with the State of Missouri. Missouri does not outline any specific actions that constitute transacting business.

LLCs based in Missouri are called "domestic LLCs," and out-of-state LLCs are called "foreign LLCs." Foreign LLCs and domestic LLCs may have different filing and compliance requirements -- Rocket Lawyer can help you navigate foreign LLC registration, regardless of where you live.

How to start an LLC in Missouri

1. Find a unique name for your Missouri LLC

The state of Missouri requires that the names of all LLCs in the state:

• 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 under which it transacts business as provided under chapter 417 or conspicuously discloses its name as set forth in its Articles of Organization.
• May not contain the word "corporation," "incorporated," "limited partnership," "limited liability partnership," "limited liability limited partnership," 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.
• Are not too similar to existing LLCs in the state. You can search the state of Missouri's database of business entities in the state to ensure your business' name is unique.

Rocket Lawyer can help you determine whether your business' name is eligible for registration in Missouri and may be able to help you reserve the name before you file your LLC.

2. Include your other LLC members (if any)

In Missouri, you can in fact form as a one-person LLC. In this case, the LLC would be referred to as a single-member LLC (SMLLC), whereas if there is more than one owner, the LLC may be called a multi-member LLC. 

The main difference between single-member and multi-member LLCs lies in ownership structure and management. With a single-member LLC, you have full control over the business. In contrast, a multi-member LLC has multiple owners, each with a specific percentage of ownership as defined in the operating agreement. This means that in a multi-member LLC, owners share profits, losses, and tax responsibilities based on their ownership percentage.

3. Provide a Missouri address

This will be used as your official LLC address. The address that you list may either be your home, an office, or another physical location, but it cannot be a PO box.

4. Choose a Registered Agent

A Registered Agent is the person or business responsible for receiving tax, legal, and government documents during regular business hours. It's important that every business has one. You can either serve as your own registered agent (if you have a Missouri address) or choose one to do that service for you (if you are not located in Missouri or would like an extra layer of privacy).

5. Register your LLC with the state of Missouri

Once you have a business name and registered agent, you can register your business as a Missouri LLC with the state of Missouri by filing your Articles of Organization. This document may be referred to informally as an LLC's "Articles," or in other states, it may be called a "Certificate of Organization," "Certificate of Filing," or "Certificate of Formation."

6. Get an Employer Identification Number (EIN)

Missouri LLCs are required to have a Federal EIN tax number. Think of your tax ID as the social security number for your company. It will be important for business contracts, tax filings, and all manner of documents down the line. Every company should have one to remain in good standing.

7. Pay the state filing fee

Every state has different fees for forming an LLC, which can also vary from one year to another.

Congratulations! After you have completed all these steps, you have formed your Missouri LLC.

What to do after forming a Missouri LLC

There are a few steps you need to take to maintain your Missouri LLC:

1. Create an Operating Agreement: we can help you create your Missouri LLC Operating Agreement online.
2. Hold a meeting: a first meeting with members of an LLC is not required by law, but it is highly suggested in order to get organized. Also, unlike corporations, LLCs are also not required to maintain Meeting Minutes, but these documents are also recommended as they provide records for important decisions made.
3. Pay taxes according to how you chose to be taxed: traditionally, LLCs are "pass-through entities." This means that you pay your business taxes on your personal tax form. That said, you can elect to be taxed like a corporation, if you choose to do so.

Missouri does not have any requirements for annual or biennial maintenance through renewals or reports.

What is needed to keep records for my Missouri LLC

The State of Missouri requires the following information to be kept:

• A current and a past list, setting forth the full name and last known mailing address of each member and manager, if any, set forth in alphabetical order.
• A copy of the articles of organization and all articles of amendment.
• Copies of the limited liability company's federal, state and local income tax returns and reports, if any, for the three most recent years or, if such returns and reports were not prepared for any reason, copies of the information and records provided to, or 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 written Operating Agreements, and all amendments, and copies of any written Operating Agreements no longer in effect.
• 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:
  • 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.
  • 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.
  • Any events upon the happening of 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 limited liability company upon an event of withdrawal of any member.
• Copies of any other instruments or documents reflecting matters required to be in writing pursuant to the Operating Agreement.

Still have questions? Rocket Lawyer can help you with the process of forming a Missouri LLC. Get started today!

  

Key takeaways Registering an LLC in Missouri can give you a lot more flexibility than a corporation, as well as protection for your personal assets from potential liabilities. Even if you live in another state, you must register your LLC in Missouri if you do regular business there, like selling things or having employees. After starting your LLC, it's advisable to create an Operating Agreement and hold a first meeting.  Keep records of your Missouri LLC, like the names of all members, tax documents, and your business rules. These help you stay organized and follow the law.

Additional resources

Learning how to enforce a contract is just one step. Explore these additional topics to learn more and take the next steps.

• What is an LLC
• How are LLCs taxed
• How to start an LLC
• Do I Need a Registered Agent?
• How and when to file an Annual Report