Missouri Incorporation, LLC, and Not-for-Profit Information

The formation document required to file a corporation in Missouri is called the Articles of Incorporation. The information listed in the Articles of Incorporation includes, but not limited to, the name of the company, shares, par value, duration, registered agent name and address, Incorporators name, address and signature.

Missouri law does allow for the formation of Professional Corporations (PC's).

Corporations are managed by their Board of Directors. The minimum number of directors required in Missouri is 3 and they must be 18 years old. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director/shareholder meetings, voting responsibilities, stock issue procedures and other operating procedures.

All Missouri corporations will be required to file an annual report every year with the Department of State. The statement will request updated information on the name and address of the chief executive officer, the principal executive office, and the address for service of process. The report is due annually during the anniversary month of formation starting the year after filing. The State sends notices to the registered agent on record 1 month before due date. Failure to file the annual report may result in the company becoming inactive.

Corporations can register a Fictitious Name (DBA) with the Secretary of State Corporations Division. If a corporation desires to conduct activities under a name other than its true legal name, a certificate complying with Chapter 417, RSMo must be filed with the Missouri Secretary of State. The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the corporate endings "corporation", "incorporated" or "limited" or an abbreviation of one of such words.

The procedure for voluntarily dissolving a domestic corporation begins by filing an Articles of Dissolution with the Missouri Secretary of State Corporations Division. An Articles of Termination must then be submitted and filed.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

Further, if your corporation wants to apply for S-Corporation Election it should be applied for right after formation. In Missouri an application for S-Corporation Election is required to be filed with the IRS. An application for S-Corporation Election is not required to be filed with the Missouri Department of Revenue.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Missouri Department of Revenue at http://dor.mo.gov.

The formation document required to file an LLC in Missouri is called the Articles of Organization. The information listed in the Articles of Organization includes, but not limited to, the name of the company, purpose, the registered agent name and address, management vested in members or managers, effective date, Organizers name, address and signature.

Missouri law does not allow for the formation of Professional LLC's (PLLC's).

LLC's are managed by one or more members/managers. The members are like the shareholders of a corporation and are the owners of the company. The managers are like the officers of a corporation and run the company on behalf of the members. The minimum number of members required in Missouri is 1 and the company can be member managed. The terms of office of the members/managers are stipulated in the company operating agreement.

The company operating agreement regulates the way in which your company will be run. The operating agreement is adopted at the initial meeting of the members and is updated as needed. Included in the operating agreement will be information on member/manager meetings, voting responsibilities, membership interest and other operating procedures.

All Missouri LLC's are not required to file Biennial Statements or annual reports with the Department of State.

The LLC must keep detailed records of the company members, managers, articles of organization, operating agreement and tax returns for inspection at its principal office.

LLC's can register a Fictitious Name (DBA) with the Secretary of State Corporations Division. If a corporation desires to conduct activities under a name other than its true legal name, a certificate complying with Chapter 417, RSMo must be filed with the Missouri Secretary of State. The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the LLC ending "Limited Liability Company" or the abbreviation "L.L.C." or "LLC".

The procedure for voluntarily dissolving a domestic LLC begins by filing a Notice of Winding Up with the Missouri Secretary of State Corporations Division. An Articles of Termination must then be submitted and filed.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Missouri Department of Revenue at http://dor.mo.gov.

The formation document required to file a Not-For-Profit corporation in Missouri is called the Certificate of Formation. The information listed in the Certificate of Formation includes, but not limited to, the name of the company, public or mutual benefit, duration, incorporators name and address, will the NFP have members, how will assets will be distributed on dissolution, registered agent name and address.

Not-For-Profit corporations are managed by their Board of Directors. The minimum number of directors required in Missouri is 3 and there is no age requirement. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

You can choose to have a members for your Not-For-Profit organization. The members have the exclusive right to elect directors, amend articles and bylaws, and vote on a merger or dissolution of the corporation. A membership structured Not-For-Profit organization normally benefits the members of the organization, such as a club or social organization. A Not-For-Profit organization that does not have members will be governed by its board of directors as is the case with most charitable organizations.

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director meetings, voting responsibilities, membership requirements and other operating procedures.

NFP corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors and officers, minutes of all director meetings, records of actions taken by directors without a meeting, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.

Missouri Not-for-profit corporations are not required to file Biennial Statements with the Department of State.

NFP Corporations can register a Fictitious Name (DBA) with the Secretary of State Corporations Division. If a corporation desires to conduct activities under a name other than its true legal name, a certificate complying with Chapter 417, RSMo must be filed with the Missouri Secretary of State. The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the corporate endings "corporation", "incorporated" or "limited" or an abbreviation of one of such words.

The procedure for voluntarily dissolving a domestic NFP corporation begins by filing an Articles of Dissolution with the Missouri Secretary of State Corporations Division. An Articles of Termination must then be submitted and filed.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc.

In order to apply for tax-exempt status under section 501(c)(3) of the Internal Revenue Code, an organization must be organized and operated exclusively for exempt purposes set forth in section 501(c)(3) of the IRS code, and none of its earnings may inure to any private shareholder or individual. The company must file Form 1023 for charitable organizations or Form 1024 for other types of tax exempt organizations in order to apply for tax-exempt status. Visit http://www.irs.gov/Charities-&-Non-Profits for additional information.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Missouri Department of Revenue at http://dor.mo.gov.