Form a Missouri LLC

At LawInc we are Missouri LLC formation experts who can help you form a Missouri LLC, the right way. We file the Missouri LLC Articles of Organization with the Missouri Secretary of State Corporations Division and prepare a customized operating agreement. We can also obtain the Missouri LLC’s EIN, in an quickly as 24 hours. Let LawInc guide you through the process of forming your Missouri LLC.

Let LawInc walk you through the Missouri Limited Liability Company formation process. Our clear, concise and easy to use website, helps keep things simple.

Missouri LLC Name

The first step in forming a Missouri Limited Liability Company (LLC) is selecting the business name. Missouri LLC names:

• Must contain the words must contain the words “Limited Company” or “Limited Liability Company” or the abbreviation “L.C.” or “L.L.C.”
• The name of a Missouri LLC must be distinguishable on the records of the Missouri Sec. of State.

An available Missouri LLC name may be reserved for 120 days.

LawInc.com permits you to choose up to three names and will conduct a name search for your Missouri LLC, prior to filing.

Missouri LLC Formation

Missouri LLC Filing Procedure: When forming a Missouri LLC, the Missouri Articles of Organization must be filed with the Missouri Secretary of State. The Missouri Articles of Organization must state:

• The Missouri LLC name.
• Name and address of each Missouri LLC organizer.
• Street address of Missouri registered agent.
• Street address of principle place of business.

Missouri LLC Organizers: An Missouri limited liability company can be formed by one (1) or more organizers.

Missouri LLC Members: Missouri LLCs require 1 or more members. There is no residence or age requirement. Missouri LLC members are not required to be listed in the Articles of Organization.

Missouri LLC Duration: The period of duration of a limited liability company shall be perpetual unless the Missouri Articles of Organization place a limitation on the company’s existence or until dissolution or termination.

Missouri Registered Agent: An Missouri LLC must maintain a registered agent and office to receive service of process in Missouri. The Missouri registered agent should be available, at an Missouri physical address, during normal business hours to accept important legal and tax documents on behalf of the Missouri LLC. The registered agent can either be (1) a domestic entity or a foreign entity that is registered to do business in Missouri or (2) an individual resident of the state. A Missouri LLC may not act as its own agent.

Missouri LLC Operating Agreement: After filing, it is highly advised that an operating agreement is drafted which dictates the LLC internal affairs and management. There is no set criteria, but an Missouri LLC operating agreement should reference how the Missouri LLC is managed, allocation of profits and losses and member capital contributions. The Missouri LLC operating agreement does not need to be filed.

Missouri LLC Post-Filing Requirements

Missouri LLC Annual Report: Missouri LLCs are not required to file annual reports.

Missouri LLC Taxes

Missouri State Income Tax: The LLC tax rate for Missouri is variable, depending on Missouri taxable net income.

Federal Income Tax: An advantage of the LLC is its tax flexibility. LLC members are allowed to select how the entity will be taxed. An LLC may be classified for federal income tax purposes as either a:

• Sole proprietorship
• Partnership, or
• Corporation.

Single member LLCs are treated the same as sole proprietorships. Profits are reported on Schedule C as part of your individual 1040 tax return. Self-employment taxes on Missouri LLC net income must be paid just as you would with any self-employment business.

Most Missouri multi-member LLCs elect to be treated as partnerships by the IRS and file IRS Form 1065. On this form, Missouri LLC profits are reported and allocated to each of the owners according to the Missouri LLC’s operating agreement. Each owner is given a Schedule K-1, which shows each owner’s share of LLC income or loss. The owner then reports and pays taxes on this income on the owner’s annual 1040 income tax return. It is important to note that as with sole proprietorships, all Missouri LLC profits are taxed to the owners, even if they are not actually distributed by the LLC. This situation can arise when the LLC needs to use its profits to pay ongoing expenses.

If pass-through taxation is not desired, an LLC may elect to be taxed as a corporation by completing IRS Form 8832. If this election is made, the LLC is taxed as a C corporation by the federal government. Because the corporate income tax rates for the first $75,000 of corporate taxable income are lower than the individual income tax rates that apply to the taxable income of non-corporate taxpayers, it is possible a net income tax savings can result from this tax election. Additionally, an LLC can be taxed like an S corporation by filing IRS Form 2553.

Federal Tax Identification Number/Employer Identification Number (EIN): The Federal Taxpayer Identification Number, also known as the Employer Identification Number (EIN) is a number that is assigned to a business by the Internal Revenue Service. An EIN is like a Social Security Number for a business. It is a requisite for certain business functions such as opening bank accounts or hiring employees. An EIN is typically required if the Missouri LLC has more than one owner, or any employees.

Missouri LLC Dissolution/Cancellation

Missouri LLC Dissolution/Cancellation: In order to dissolve or cancel an Missouri LLC, the members or managers must file Notice of Abandonment of Merger or Consolidation of Limited Liability Company (Form LLC-2) or a Notice of Winding Up (LLC-13) then Articles of Termination with the Missouri Secretary of State.

Acts Triggering Missouri LLC Dissolution: A Missouri LLC can be dissolved upon the happening of one of the following:

• At a time specified in the Articles of Organization or operating agreement;
• Upon occurrence of events specified in the Articles of Organization or operating agreement;
• Consent by the specific number or percentage of members indicated in the operating agreement;
• At any time there are no members; or
• Judicial decree to dissolve by a Court.