Modifying or amending articles of organization in Missouri is a relatively straightforward process. State law requires a Missouri limited liability company, also known as an LLC, to file changes, also called amendments, to articles when they occur. To do this, applicants must use an LLC 12 Form to modify a business' articles of organization. An LLC can hire a lawyer to perform this task, but it is much cheaper for someone in the organization to do it themselves.
What Is an LLC under Missouri Law?
An LLC gives legal structure to a business. It fuses a corporation's limited liability with the flexibility and informality of a sole proprietorship or partnership. An LLC is an excellent choice of business entity for business owners who want greater protection for their assets and wish to limit their liability for debts and lawsuits.
A business can hire a lawyer to file an LLC's articles of organization, which is a formal legal document that establishes the LLC statewide, but doing so can be expensive. A business owner who files on their own will save hundreds, if not thousands, of dollars. The filing fee for filing articles of organization in Missouri is $50 via online fling and $105 by standard mail – both have a $1.25 convenience fee. Applicants can also file their LLC's reservation name for $7 with the Missouri Secretary of State's office.
What Are Articles of Organization?
The LLC's articles of organization document creates the powers, duties, rights, liabilities and additional obligations between all the members of an LLC and between the business and its members. A certificate of organization and certificate of formation are just different names for the articles of organization document. They are much like the articles of incorporation for corporations in that they legally document the creation of the LLC.
Businesses file articles of organization with their state's relevant government agency, but some municipalities and counties also have zoning and licensing requirements, and LLCs must also meet these wherever it does business. Depending on the industry, some businesses have more regulatory requirements than others.
How LLCs File Articles of Organization
Depending on the state where the LLC conducts business, it usually does not have to write its articles of organization from scratch; many states have fillable forms that are accessible for filing the articles of organization. Missouri is one such state; it allows businesses to file on online or by postal mail.
To file articles of organization in Missouri, applicants must submit certain information:
- Business name.
- Purpose (or purposes) for the organization of the LLC.
- Contact information, including the address of the registered agent for the LLC.
- Information as to whether the LLC's management has managers or members.
- Information regarding events that would cause the LLC to dissolve or the number of years it will exist (an LLC may be ongoing or have a definitive end).
- Contact information of each organizer.
- Organizer's signature.
Amending Missouri Articles of Organization
Once the secretary of state's office reviews the application and approves the articles of organization, the document becomes the legal foundation for the LLC as a formally registered business and binds the LLC to state laws.
In Missouri, an LLC can change or make modifications to its articles of organization. The state refers to these changes as amendments. To make the desired modifications, an applicant must fill out and file the LLC 12 Form, available for download on the secretary of state's website.
Submitting an Amendment Form
Changing an article of organization is easy in Missouri. The applicant must give the name of the LLC as registered with the state, the date of the change's creation and the date it will go into effect. The state will also ask for a description of the change, why the LLC has chosen to make it, and the applicant's signature.
To make changes, an applicant can mail, fax or show up in person with $25 and a filled-out form to one of three places in Missouri, according to Northwest Register Agent:
- Corporations Division, P.O. Box 778 / 600 W. Main Street, Room 322, Jefferson City, MO 65102. Fax: 573-751-5841. Call 537-751-4153 with any questions.
- St. Louis: U.S. Customs House & Old Post Office Building, 815 Olive Street, Suite 210 St. Louis, MO 63101. Fax: 314-340-7500. Call 314-340-7490 with any questions.
- Kansas City: State Office Bldg., Suite 513, 615 E. 13th Street, Kansas City, MO 64106. Fax: 816-889-2879. Call 816 889-2925 with any questions.
Processing Article Amendments
The secretary of state's office will take four to seven business days to process a mailed form, not including additional time for return mailing. Fax processing takes five to seven business days, and in-person processing takes only one to two business days and can even be the same day, with extra time for return mailing.
Missouri does not have expedited processing; it is quicker to file in a regional office for some applicants. When the state finishes processing the amended articles, it will send the applicant a confirmation by mail. The amendment can also be printed from the secretary of state's website.
What Can't Be Changed by Amendment
If an LLC wishes to change its registered agent, it cannot do so with an amendment form. Applicants also cannot change an LLC's principal office or mailing address in this manner. They must submit a Statement of Change of Registered Agent and/or Registered Office By a Foreign or Domestic For-Profit or Nonprofit Corporation or a Limited Liability Company form to the secretary of state by fax, mail or in person. Both have a $10 fee for processing.
When the LLC's changes comply with state law, the secretary of state will accept the amendment and file it to the public record. Applicants should file their copy with their other company records. An LLC may make several modifications to its articles of organization while in existence.
Restating vs. Amending an LLC
There is a difference between amending an LLC's articles of organization or restating them. An LLC can restate the entirety of its articles whenever it chooses, particularly when a bylaw's section needs clarification. This occurs when its members decide that the LLC's bylaws lack validity or relevancy. They may add substitutions or alterations, or omit the bylaws altogether. A restatement replaces old bylaws with an entirely new set, while an amendment supersedes or replaces specific provisions, and the original bylaws stay put.
Much in the same way as an LLC approves other amendments, they also support a restatement, including substantive amendments. The only time an LLC's board of governors approves a restatement is if it combines all previous changes into a single document. A person authorized by an LLC to sign documents also signs articles of amendment.
- State of Missouri: Amendment of Articles of Organization
- UpCounsel: Restated Articles of Organization
- State of Missouri: Articles of Organization
- State of Missouri: Statement of Change of Registered Agent and/or Registered Office By a Foreign or Domestic For-Profit or Nonprofit Corporation or a Limited Liability Company
- NOLO: How to Form an LLC in Missouri
- Northwest Register Agent: How to File a Missouri LLC Amendment
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.