How To Incorporate in Missouri: Everything You Need To Know
To understand how to incorporate in Missouri, you must follow the process established by state law.3 min read
2. Filing Articles of Incorporation
3. Registering an Employer Identification Number
4. Establishing Corporate Bylaws
5. Obtaining Business Licenses and Permits
6. Understanding Corporate Taxation
To understand how to incorporate in Missouri, you must follow the process established by state law. This involves filing paperwork with the Missouri Corporations Division.
Naming Your Missouri Corporation
The first step in establishing a corporation is choosing a name. Your business name must not replicate the name of another business already registered in Missouri and must adhere to other state naming laws. For example, your name must legally include the word Company, Corporation, Limited, or Incorporated. It may not include the words Redevelopment, Insurance Company, Bank, or Cooperative. When you decide on a name, you can search on the Secretary of State website to find out if it's available. You can reserve an available name for up to 60 days for a $25 fee, but this step is not required.
Filing Articles of Incorporation
The Articles of Incorporation is a legal document that indicates:
- The name of your business.
- The aggregate value of authorized stock shares.
- The name and address of the incorporating party.
- The name and address of your Missouri registered agent.
- The corporation's purpose.
- The number of directors.
This document must be submitted to the state Corporations Division. The Articles of Incorporation requires a fee starting at $58 depending on the amount of capital the business will issue. It also includes a convenience fee for online filing, a payment to the state technology fund, and a fee to issue the Certificate of Incorporation.
If you file your articles online, the incorporation will be processed within three business days. If you file by mail, processing can take up to a week.
Every year, you must renew your Articles of Incorporation by filing an Annual Registration Report. The deadline is the end of the month when you incorporated. This report can also be filed online, subject to a $20 filing fee, through the Missouri Secretary of State. Keep in mind that the initial registration report is due within 30 days of incorporation. Late filing is subject to a $15 fee. You can file this report either online or through the mail, but paper filings carry an extra $40 fee.
The Articles of Incorporation must name a registered agent who is authorized and designated to accept service of process and other legal documents on behalf of the corporation. If you do not maintain a registered agent, your corporation will be dissolved by the state.
Registering an Employer Identification Number
You can apply for your corporation's employer identification number (EIN) with the IRS. This can be done online and does not require a fee. You'll need this number to open a bank account for your corporation. In addition to the EIN, you'll need a copy of the resolution to authorize the establishment of a business bank account, the corporate bylaws, and articles of incorporation.
Establishing Corporate Bylaws
Bylaws serve as the operating instructions for your corporation. This document establishes your initial shareholders, designates their stock shares, and names the initial corporation officers and board members. It also establishes provisions to hold your officers' and directors' meetings, including the initial meeting. You must record official minutes for these meetings.
Missouri corporations are required to hold regular director and shareholder meetings that are documented. The meeting minutes do not need to be filed with the state but should be kept with your corporate records.
Meetings of the corporation directors and shareholders must be held periodically in order to establish and manage affairs. These meetings must be documented and kept on record (minutes of meetings). Corporate records must include bylaws, minutes of all meetings, and other corporate documents but are not filed with the state.
Obtaining Business Licenses and Permits
Permits and licenses are required to run a legal business in Missouri. You can find out what permits and licenses are required for your business by using the online tool from the Small Business Administration.
Understanding Corporate Taxation
You may want to elect S corporation status for your business. This allows your business to be taxed as a pass-through entity and avoid the double taxation that affects standard corporations. Franchise tax is no longer charged by the state of Missouri as of 2016.
If you need help with incorporating in Missouri, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.