Forming an LLC in Missouri entails filing a document, called Articles of Organization, with the secretary of state. In order to complete this document, you must familiarize yourself with the requirements for choosing a name for your LLC, decide whether the LLC will be operated by all of its members or a designated manager or managers and determine under what conditions the LLC will dissolve, if any. Because these decisions can have tax consequences, consider consulting with an attorney or tax adviser prior to filing your Articles of Organization.
Obtain the Limited Liability Company Instruction Sheet from the secretary of state. A copy -- along with the Articles of Organization -- can be downloaded from the secretary of state’s website (see Resources).
Choose a name for your LLC. Under Missouri law, the name needs to be distinguishable from other businesses on record with the secretary of state’s office. The name must also include the phrase “limited company” or “limited liability company,” or some abbreviation of the phrase, such as "LLC." The name cannot imply that it is a government agency, or use words or abbreviations to imply that it is a corporation or limited partnership. Perform a name check with the secretary of state’s office to determine its availability, either by mail; by calling either 573-751-4153 or 866-223-6535; or by using the business entity search feature on the secretary of state’s website (see Resources).
Complete the Articles of Organization. The form requires the name of your LLC and a statement regarding its purpose, such as "construction" or "convenience store." You must also include the name and address of the registered agent for service of process and the organizer for your LLC -- which in both cases can be yourself. The registered agent is the person or entity who will receive any legal communication on the LLC's behalf. Indicate whether the LLC will be managed by all members of the LLC or managers, and whether the LLC will last in perpetuity or dissolve after a specified time period or occurrence, such as bankruptcy or sale.
Finalize the document by signing and dating where indicated, including the information where the filed document is to be returned. Mail the document to the Secretary of State, Attn: Corporations Division, PO Box 778, Jefferson City, MO 65102. As of November 2010, the fee for the filing is $105; include a check in that amount made payable to the secretary of state.
Adopt an Operating Agreement, which is required by Missouri law. In can be written or oral, but must include the provisions specified in Missouri Limited Liability Act, Section 347.081 (see Resources).
- Do not incur any expenses related to the name, such as printing stationary, checks or business cards, until your Articles of Organization are filed and you receive your certificate of organization. The name check is useful, but not a guarantee that the name will still be available at the time you file your Articles of Organization. In order to reserve the name, you must submit a written request to the secretary of state and pay a fee of $25. The name can be reserved for 60 days at a time up to a maximum of 180 days.
- The Articles of Organization can also be filed online (see Resources). Provide the same information, plus an email address. As of November 2010, the filing fee for this service is only $50, which must be paid by credit card.