A limited liability company, or LLC, is a hybrid business structure with the characteristics of a corporation, partnership or sole proprietorship that protects its owners from the company's debts or liabilities. In Missouri, an LLC can be indefinite (a term company) existing for a particular period of time, or perpetual (at-will), operating indefinitely.
What Is a Perpetual LLC Under Missouri State Law?
An indefinite LLC is a business entity that has a specific number of years, or term, attached to its lifespan. For example, an indefinite LLC may state in its articles of organization that the company's lifespan is "50 years from the date of filing of the Articles of Organization."
The articles can also specify a future date for the LLC's dissolution. An indefinite LLC doing business past its termination date becomes an at-will, or perpetual, LLC.
A perpetual LLC does not specify a term; it operates indefinitely. However, the dissociation of an LLC's owner will dissolve it unless a specific percentage the company's remaining members agree to continue the business. The percentage required to approve the company's continuation should be noted in the LLC's operating agreement.
Incorporation of an LLC in Missouri
Whether an LLC is perpetual or indefinite, it is filed in the same manner. The name must be distinguishable from other business names already filed with the Missouri Secretary of State. A business owner can check the state's business name database to see what names they can use.
When they find a name that hasn't been taken, they can reserve it for 60 days (with two additional 60-day renewal periods) online or by mail using an Application for Reservation of Name. The filing fee for a name is $25. If using a fictitious business name or DBA, the name must be filed with the Secretary of State with a Registration of Fictitious Name form. There is a DBA filing fee of $7.
Missouri LLCs require a registered agent for service of process in the state, which is a person or entity that agrees to accept legal documents on the company's behalf in the event of litigation. The agent may be a state resident, a local company or a corporation authorized to do business in Missouri. It must have a physical street address in the state.
LLC's Articles of Organization and Operating Agreement
A party forming an LLC must file Articles of Organization with the Missouri Secretary of State's office. The fee is $105 for paper filings and $50 for online filings. The form must include:
- Corporation's name and purpose.
- Name and address of the registered agent.
- If the LLC will have a manager or be member-managed, and if it will be perpetual or for a specific period.
- Organizers' names and addresses.
- Articles' effective date.
- Organizer's signature.
Missouri requires LLC members to have a written operating agreement that establishes their duties, liabilities, obligations, rights and powers to each other and to the LLC. An operating agreement does not go to the Missouri Secretary of State; instead, it is an internal company document.
If an LLC does not adopt an operating agreement, its articles of organization, bylaws, member-controlled agreement or limited liability agreement become its operating agreement. LLCs with more than one member must have an Employer Identification Number (EIN) from the Internal Revenue Service. LLCs with just one member must have an EIN if they have employees or are taxed as a corporation and not a sole proprietorship.
Michelle Nati is an associate editor and writer who has reported on legal, criminal and government news for PasadenaNow.com and Complex Media. She holds a B.A. in Communications and English from Niagara University.