How to Incorporate in Missouri
If you’re looking to incorporate in Missouri, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.
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Choose a Corporate Structure
Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in Missouri".
Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in Missouri".
C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).
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Check Name Availability
The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.
Name Search: Missouri Secretary of State - Corporations Division Name Reservation: Optional Suffix Requirements: Shall contain the word "corporation", "company", "incorporated", or "limited", or shall end with an abbreviation of one of said words.
Missouri Revised Statutes §351.110 -
Appoint a Registered Agent
Before you officially file to create your Missouri LLC, you will need to decide who your Missouri registered agent will be. A registered agent is a business's legal appointee to receive notice of lawsuit and other legal or government notices.
State law requires every LLC to have a registered agent. The registered agent is designated when you file Missouri articles of organization with the Missouri Secretary of State - Corporations Division.
Our reliable registered agent service fulfills this requirement. You get:
- Same-day documents from our local office in Harrisonville
- Immediate online access to state forms with our address and, where required, our signature
- Annual fees from $89 to $99 per state with no additional charges
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File Missouri Articles of Incorporation
File the articles of incorporation to create your corporation.
Agency: Missouri Secretary of State - Corporations Division Form: Articles of Incorporation of a For Profit Corporation (Corp. 41)
Filing Method: Mail, fax or online.
Agency Fee: $58 for up to $30,000 authorized shares. $5 additional for every $10,000 or authorized shares over $30,000.
Turnaround: ~1-3 days by fax. ~4-7 business days by mail.
Law: Original Ink: Required Notes: - You must submit original signatures.
- Consider optional provisions
- There is a discounted fee for corporations formed by active duty military
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File Initial Report
Agency: Missouri Secretary of State - Corporations Division Form: Find your company record to print your registration report form.
Filing Method: Mail or Online.
Agency Fee: $20 online. $45 mail.
Due: Within 30 days of registration/authorization.
Law: Missouri Statutes § 351.120.1.
Penalties: $15 per 30 days late.
Notes: - Anyone with authority may file.
- Original signatures are not required.
- You may elect to convert from an annual to biennial report during any odd-numbered year.
- While the report is officially due within 30 days of registration, the standard practice of the Secretary of State has been to extend this due date to within 3 months after the end of the month of registration.
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Establish Bylaws & Corporate Records
Your corporation must keep correct and complete books and records.
Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or with the articles of incorporation (C.R.S. 7-102-106). You will review and ratify the bylaws at your first board of directors meeting.
A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation, and a record of all waivers of notices of meetings of shareholders and of the board of directors or any committee of the board of directors (C.R.S. 7-116-101).
Your filed articles of incorporation and bylaws are the first documents for your corporate records. Your corporation will generate many other official records such as:
- Meeting minutes
- Shareholder resolutions
- EIN verification letter
- Amendments and other filings made to the corporation over its lifetime
Organizations need a secure, centralized tool for managing and accessing sensitive records. Our Records Manager software offers a simple, efficient way for corporations to store records, track officers, directors, and shareholders, and customize meeting notifications.
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Appoint Initial Directors
The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.
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Hold Organizational Meeting
Hold the organizational meeting of the incorporators or initial directors. Keep minutes of this meeting.
As soon as convenient, an organization meeting of the first board of directors shall be held either within or without this state at the call of a majority of the directors, for the purpose of electing officers, accepting or rejecting subscriptions for shares, authorizing the issuance of shares, doing any other acts to perfect the organization of the corporation and transacting such other business as may come before the meeting.
Missouri Revised Statutes §351.080The following state laws apply unless overridden by the organizational documents, where permissible.
Directors Officers - Number: One or more required.
- Qualifications: None.
- Quorum: Majority of directors, unless bylaws or articles of incorporation fixes a different number. No less than one third.
- President and secretary required.
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Issue Stock Certificates
The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.
The following state laws apply unless overridden by the organizational documents, where permissible.
Shareholders Annual Shareholder Meeting - Qualifications: N/A
- Stock Certificate: Required.
- Voting Trusts Allowed: Yes.
- Required: Yes.
- Action by written consent: Allowed if by all shareholders entitled to vote on the action.
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Get a Federal Employer Identification Number (EIN)
Your corporation must obtain an EIN regardless of whether it will hire employees.
Submit to: Internal Revenue Service
http://www.irs.gov/Form: IRS Form SS-4 Guidance: IRS Pub 1635: Understanding Your EIN Filing Method: Mail, phone, fax, or apply online with the IRS Fee: $0 Turnaround: Immediately online Notes: The IRS website is only available during certain hours. Print your EIN before closing your session. -
Get Missouri State Tax Identification Numbers/Accounts
Register for state tax id(s) and accounts.
Agency: Missouri Department of Revenue Form: Missouri Online Business Registration system or Form 2643: Missouri Tax Registration Application Filing Method: Online or by mail Agency Fee: $0 Notes: Get your EIN from the IRS before registering.
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Consider Electing S-Corp Taxation
By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:
- C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
- S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.
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Obtain Business Licenses & Permits
To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.
Missouri Business License
Not required
General Business License licensure is not required on the State level in Missouri.
Missouri does not have a general business license at the state level, but local licenses are often required.
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Ongoing Filings to Maintain Your Corporation
You must file federal and state tax returns.
Many states also require business entities to file an annual report to maintain good standing with the secretary of state. If an annual report is required for corporations formed in Missouri, view the table below.
Missouri Corporation Annual Report Requirements:
Agency: Missouri Secretary of State - Corporations Division Form: Find your company record to print your registration report form.
Filing Method: Mail or online.
Agency Fee: $20 + $1.25 credit card fee online or $45 through the mail
Due: Annually by the end of the 3rd month following the registration anniversary month. So if you incorporated or foreign-qualified on March 15, then your annual report is due by June 30. Corporations that registered prior to July 1, 2003 instead file annually at the end of the month indicated on their last annual report.
Law: Missouri Statutes § 351.120.1.
Original Ink: Not required Notarize: Not required Penalties: $15 per 30 days late.
Notes: - Anyone with authority may file.
- Original signatures are not required.
- Annual report due dates can be changed to the end of whichever month the entity prefers with a separate filing.
- Annual reports can also be converted to biennial filings. Corporations that registered in even-numbered years can only convert to biennial reporting during even-numbered years and corporations registered in odd-numbered years can only convert to biennial reporting during odd-numbered years.
For more details, see our Missouri annual report information center page.
You will need to demonstrate your company’s good standing to banks, customers, and other state agencies. After all the work involved in forming your Missouri corporation, don’t let a missed annual report filing cause your new business to fall out of compliance.
Tracking and filing annual reports on your own can be time consuming and lead to accidental lapses. Protect your corporation’s good standing with Managed Annual Report Service, which tracks and automatically files reports on time, every time, so you can focus on your business.
