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LLC Formation in Missouri

LLC Formation in Missouri

An LLC (Limited Liability Company) combines the pass-through taxation of a partnership or sole proprietorship with the limited liability of a corporation. The LLC has become an increasingly popular choice for business formations.

LLCs can be formed in any state; and, while there are similarities in the laws across all states, each state has its own nuances. Missouri is no exception. Knowing the specific requirements of Missouri LLC formation can help you decide whether to form your LLC there and can simplify the organization process.

Naming Your Missouri LLC

Your Missouri LLC’s name must include the words "Limited Liability Company" or "Limited Company" or the abbreviations "LC," "LLC" or "L.L.C." Your LLC’s name can’t have any word or phrase indicating or implying the LLC is a governmental agency or that it is organized for a purpose not authorized by its Articles of Organization in Missouri. And the name must be distinguishable from the name of any domestic or foreign-qualified LLC, corporation, limited partnership, limited liability partnership, limited liability limited partnership or reserved or registered name on the Secretary of State’s records.

Member/Manager Information Requirements for LLCs in Missouri

When forming an LLC in the state of Missouri, be aware of the following requirements for the members and managers:

  • Minimum number. LLCs must have one or more members.
  • Residence requirements. Missouri does not have a provision specifying where members or managers must reside.
  • Age requirements. Missouri does not have a provision specifying the age of members or managers.
  • Inclusion in the Articles of Organization. Member or Manager names and addresses are not required to be listed in the Articles of Organization in Missouri.

Requirements for the Missouri Articles of Organization

A Missouri LLC is formed by filing Articles of Organization* and paying the state-required fee. The information required in the formation document varies by state. Missouri requires, among other things:

  • Manager-managed or member-managed. You must indicate how your LLC will be managed.
  • Name(s) and Addresses of organizers. The Article must list the names and physical (street) addresses of the organizers, who are not required to be member(s), manager(s) or owner(s).

*Note that a Certificate of Formation is the documentation required for forming an LLC in Missouri. If you were to form a corporation, you would file “Articles of Incorporation” with the Missouri Secretary of State instead.

Registered Agent Requirements for Missouri LLCs

With a Missouri LLC, you must list the name and address of a Registered Agent with a physical address in Missouri—post office box addresses are not permitted. Your LLC’s Registered Agent is the LLC’s agent upon whom any process, notice or demand can be served.

Can I Be My Own Registered Agent in Missouri?

Missouri does allow an individual who meets certain state requirements (such as being a resident of Missouri) to act as the Registered Agent for an LLC. However, acting as Registered Agent comes with major responsibilities. An individual must be able to keep up with the state’s business entity and compliance rules and ensure that the LLC takes all required compliance actions. Failure to carry out these duties can negatively impact your Missouri LLC, including a possible loss of good standing status.

Missouri LLC Requirements for Professional Services Businesses

Missouri does not have specific statutory provisions for a professional limited liability company (PLLC). However, professionals may operate as an LLC.

 

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