How to Start a Nonprofit in Missouri

1. Name Your Organization

   Your organization’s name establishes its brand and is also important for incorporating with the state. The legal name of your nonprofit corporation may not conflict with any other organization registered in the state. Make sure the name is available and meets state requirements.

   Name Search:	Missouri Secretary of State - Corporations Division Name search
   Suffix:	Not required.  Missouri Revised Statues §355.146

2. Recruit Incorporators and Initial Directors

   The incorporator is the person who signs the Articles of Incorporation for your nonprofit. You will need at least one, but can have more than one. Directors make up the governing body of your nonprofit corporation and are stakeholders in your organization’s purpose and success. You’ll want to identify three, unrelated individuals to meet IRS requirements. You will also want to be aware of any age or residency requirements.

   Missouri director requirements:	Number: minimum 3 Qualifications: Natural persons. No residency requirement. No membership requirement. Term: default is 1 year, 6 year maximum Quorum: majority Committee: minimum 2 directors
   Missouri officer requirements:	A chairman or president, or both a chairman and president, a secretary, a treasurer and such other officers as are appointed by the board. One officer prepares minutes of the directors' and members' meetings and authenticates records of the corporation. Two or more offices may be held by the same individual.

3. Appoint a Registered Agent

   A registered agent is responsible for receiving legal notices on behalf of your organization. The appointed registered agent must be physically located in the state and maintain an office that is open during regular business hours. As a nationwide registered agent, our service is designed to receive your legal documents and provide secure access to those documents through your online account. Our local Missouri registered agent office is located in Harrisonville, MO. We offer registered agent service independently or as part of our nonprofit formation packages.

4. Prepare and File Articles of Incorporation

   Your nonprofit’s articles of incorporation officially mark the creation of your organization. They document where and when the organization was formed and capture other information necessary to verify its existence. While requirements for language vary from state-to-state, there are some basic provisions that the IRS will look for when you apply for 501(c)(3) exemption. It is important to customize the articles for your organization and make sure you meet the state and IRS requirements. Meeting these requirements from the start will help avoid having to make amendments later or risk getting your 501(c)(3) application rejected. Some states will also require you to publish your articles of incorporation, so be mindful of any deadlines and publishing instructions.

   Agency:	Missouri Secretary of State - Corporations Division
   Form:	Articles of Incorporation of a Nonprofit Corporation and Domestic Nonprofit Instruction Sheet (Corp. 52)
   Filing Method:	Mail or fax
   Agency Fee:	$25
   Turnaround:	~4-7 business days by mail or ~1-3 days by fax
   Law:	23 MO Stat. § 355
   Original Ink:	Required
   Notes:	You must submit original signatures. There is a discounted fee for organizations founded by active duty military.

5. File Initial Report

   After filing articles of incorporation, you must file an 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.

6. Obtain an Employer Identification Number (EIN)

   This unique, nine-digit number is assigned by the IRS to identify your nonprofit. All types of nonprofits will apply for an EIN, not only those that hire employees. You will use your EIN to open a bank account, apply for 501(c)(3) status, and submit 990 returns to the IRS.

   Agency:	Internal Revenue Service (IRS)
   Form:	IRS Form SS-4
   Filing Method:	Mail, phone, fax, or online.
   IRS fee:	$0
   Turnaround:	Immediately online or by phone. 4 business days by fax. 4-5 weeks by mail.
   Notes:	The IRS website is only available during certain hours. Print your EIN before closing your session. For additional guidance, see IRS Pub 1635: Understanding Your EIN.

7. Store Nonprofit Records

   As you launch your nonprofit, you will receive a number of official documents. Organizing these documents in one place will save you headaches down the road. You will soon have numerous items to keep in your records including your EIN letter, bylaws, meeting minutes, 501(c)(3) determination letter, and more.

   
   
   

   A great way to maintain necessary documentation is Records Manager, our software for storing records securely, tracking directors and officers, and getting notified of meetings.

8. Establish Initial Governing Documents and Policies

   Your bylaws are the governing document for your nonprofit. They serve as your organization’s operating manual and should be consistent with your articles of incorporation and the law. When your Board of Directors meets for the first time, you’ll review and ratify the bylaws and they will be a roadmap for governance from there.

   At the same time, you’ll also want to create and adopt a conflict of interest policy. A conflict of interest is when someone in a key position in your nonprofit has competing interests and is making choices that could benefit themselves to the harm of the organization. Personal interests should be set aside and organizational interests prioritized. If a conflict of interest does arise, it should be disclosed immediately.

   Your application to the IRS for 501(c)(3) exemption will require that both the bylaws and the conflict of interest policy are approved and adopted. Once they’ve been adopted, safely store them in your Nonprofit Records Kit.

9. Hold Organizational Meeting of the Board of Directors

   The initial organizational meeting of your Board of Directors will be incredibly productive. At this meeting you will approve the bylaws, adopt the conflict of interest policy, elect directors, appoint officers, and approve resolutions such as opening the organization’s bank account. Important decisions are being made so be sure to record them in the meeting minutes.

10. Get Missouri State Tax Identification Numbers/Accounts

    Register for state tax id(s) and accounts.

    Submit to:	Missouri Department of Revenue http://dor.mo.gov/
    Form:	Missouri Online Business Registration system or Form 2643: Missouri Tax Registration Application
    Filing Method:	Online or by mail
    Fee:	$0
    Notes:	Get your EIN from the IRS before registering.

11. Apply for 501(c)

    Applying for 501(c) tax exemption can feel like the most daunting step in bringing your nonprofit dream into reality, but obtaining tax exemption comes with many benefits. You will be able to apply for grants and grow your fundraising success in addition to being exempt from IRS income tax. 501(c) is the chapter of the Internal Revenue Code that regulates nonprofit organizations. Like others, you may be most familiar with 501(c)(3) nonprofits, including charities and foundations. 501(c)(3) nonprofits apply using Form 1023 or Form 1023-EZ. Review the criteria for each application and make sure you meet the eligibility requirements set out by the IRS. Other types of nonprofits, including 501(c)(4)s and 501(c)(6)s, apply using Form 1024. After reviewing and approving your application, the IRS will return a Determination Letter officially recognizing your exemption.

    Completing the federal application for tax exemption is significantly easier with the assistance and support of a professional. Find someone with the expertise to ensure the correct application is being used and is completed accurately. A well-prepared application takes time, over 100 hours by IRS estimates, so put yourself on the path to success by finding a specialist to walk alongside you in the journey - from start to tax-exempt finish!

    Agency:	Internal Revenue Service (IRS)
    Form:	IRS Form 1023, IRS Form 1023-EZ, or IRS Form 1024
    Instructions:	IRS Instructions for Form 1023, IRS Instructions for Form 1023-EZ, or IRS Instructions for Form 1024.  Also see guidance IRS Pub 557: Tax-Exempt Status for Your Organization.
    Filing Method:	Mail
    Agency Fee:	$275 for organizations filing Form 1023-EZ and $600 for organizations filing Form 1023.
    Turnaround:	1023-EZ average: <1 month. 1023 average: 3-6 months.

    

    Tax-Exempt in 2 Weeks!

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    Dr. Bob A.Reform It Now, Inc.

12. Apply for State Tax Exemption(s)

    With your IRS Determination Letter in hand, make sure you familiarize yourself with your state’s requirements for recognizing your nonprofit’s tax-exempt status. This is an area where requirements vary state-by-state. Many states issue their own tax-exempt certificate that can be used for sales and use tax purposes, but it may require application and periodic renewal.

    To file to obtain exemption from state income tax:

    Not required

    
    
    

    Missouri nonprofits that file IRS Form 990 are exempt from Missouri corporation income tax.

    More information: Missouri Department of Revenue

    To file to obtain Sales Tax Exemption:

    Agency:	Missouri Department of Revenue
    Form:	Form 1746: Missouri Sales or Use Tax Exemption Application
    Agency Fee:	$0

13. Register for Charitable Solicitation (Fundraising)

    This is another area where laws differ from state to state, but most states require any nonprofit soliciting donations to register to do so on an annual basis. This means registering in the state prior to soliciting any resident of that state. Registering in your home state is essential, but you may also need to register other states depending on the scope of your organization.

    Missouri Charitable Organization Registration

    Agency:	Missouri Attorney General - Charities
    Law:	Missouri Revised Statutes, Title XXVI, §407.450 through 407.462
    Foreign Qualification is Prerequisite:	No
    Registered Agent (Special Agency) Required?	No

    One-Time Exemption Registration

    More Details

    Exemption Eligible Organizations:	501(c)(3), 501(c)(7), and 501(c)(8) organizations Religious organizations Educational institutions and their authorized and related foundations Fraternal, benevolent, social, educational, alumni, and historical organizations, and any auxiliaries associated with any of such organizations, when solicitation of contributions is confined to the membership of such organizations or auxiliaries Hospitals and auxiliaries of hospitals, provided all fund-raising activities and solicitations of contributions are carried on by employees of the hospital or members of the auxiliary and not by any professional fund-raiser who is employed as an independent contractor
    Agency Fee:	$0
    Law:	Missouri Revised Statutes Title XXVI §407.456
    Original Ink:	Not required
    Notarize:	Not required
    Notes:	There is no application form for exemption, but charities should cite the exemption category and submit supporting documents (e.g. articles of incorporation and IRS determination letter) to receive an exemption.

    Initial Registration

    More Details

    Form:	Initial Registration Statement
    Filing Method:	Mail
    Agency Fee:	$15, payable to "Merchandising Practices Revolving Fund"
    Turnaround:	1 week
    Notes:	Even if your nonprofit is exempt, you may wish to have it added to the Attorney General's Check a Charity database.  One authorized signature is required and must be notarized. Some Missouri counties and municipalities may require charities that solicit in-person to register prior to fundraising.
    Before you Apply:	Domestic Applicants: Check the available exemptions to see if your charity is eligible for exemption from the full registration requirement. Foreign Applicants: Check the available exemptions to see if your charity is eligible for exemption from the full registration requirement. If you will foreign qualify in Missouri, obtain a certificate of good standing from your home state to submit during the foreign qualification process. The certificate cannot be more than 60 days old when filing foreign qualification documents.
    How to Apply:	Domestic Applicants: File entity formation documents with the Missouri Secretary of State - Corporations Division. Submit an Initial Registration Statement to the Missouri Attorney General - Charities Section. Foreign Applicants: Determine whether or not your charity will need to foreign qualify based on your activity in Missouri. If not required, skip to number 3. File foreign qualification documents with the Missouri Secretary of State - Corporations Division. Submit an Initial Registration Statement to the Missouri Attorney General - Charities Section.
    Required Attachments:	None

    Registration Renewal

    More Details

    Form:	Charitable Organization Annual Report Form
    Filing Method:	Mail
    Agency Fee:	$15
    Due:	Annually within 75 days of the end of their fiscal year. So if your fiscal year ends December 31, renewal is due by March 15. There is no official start to the renewal period, so renewals may be submitted as soon as financials become available for the most recently completed fiscal year.
    Due Date Extension:	Missouri does not grant extensions, however, charities that will not have completed financials available by the due date can file the annual report using estimated figures. Write "estimated" on the form and submit the renewal fee and once financials become available file an updated copy of the annual report with the actual figures (no fee required to file updated financials).
    Notes:	Some organizations are exempt from filing the annual report, including those raising <$10,000 in contributions during the preceding 12-month period.
    Required Attachments:	None

    To fundraise nationally or online, please see our Fundraising Compliance Guide. Our services manage your initial, renewal, and exemption filings in every state.

14. Obtain Other Business Licenses & Permits

    Running your nonprofit corporation legally also means securing all applicable licenses and permits. The range of local, state, and federal requirements is wide. Access resources like the Small Business Administration Business License & Permit look-up tool and search by your business type and locality.

    Nonprofits who wish to conduct bingo, raffles, and other charitable games must obtain a license.

    Submit to:	Missouri Gaming Commission http://mgc.dps.mo.gov/
    Form:	Forms for Charitable Gaming
    Filing Method:	Mail
    Fee:	varies
    Law:	Missouri Charitable Gaming Law
    Notes:	Use the application for the games desired.

You’ve made it! You turned your passion into a legitimate nonprofit corporation exempt under IRS 501(c) and are benefiting your community. That solid foundation on which you built your organization requires ongoing maintenance. Investing in maintaining compliance with all of the government agencies is an ongoing responsibility and commitment needed to ensure your vision continues long into the future. Check out our compliance guide to learn more!

Once you have registered your nonprofit per the steps listed above, you will need to maintain compliance with all of the government agencies. Staying current with the IRS and state requirements is an ongoing responsibility. Continue reading our Missouri nonprofit compliance guide to learn more!

Continue reading "Missouri Nonprofit Compliance"

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