Missouri corporations are treated as separate legal entities and are responsible for their own debts and liabilities. Many small owners decide to incorporate their businesses in order to protect their personal assets. A corporation can carry on business, incur liabilities, own property, and sue or be sued.

Advantages of Incorporating

A company often incorporates in order to limit the owner's responsibility of the corporation's financial obligations and debts. This is because a corporation exists separately from the owners. This means that personal assets, such as houses and cars, are not at risk if a corporation has difficulty meeting its financial obligations. There are other associated benefits, such as investing appeal and tax savings.

Steps in Forming a Corporation in Missouri

In order to form a corporation in Missouri, there are specific requirements that have to be completed. As a rule, establishing a corporation in Missouri begins with submitting your articles of incorporation and paying the necessary filing fees with the Missouri Secretary of State (SOS). If you are ready to incorporate in Missouri, the following steps will guide the process.

  1. Prepare the Articles of Incorporation. The articles should include the following information:
    • Corporate purpose
    • Name of the business
    • Addresses and names of incorporators
    • Stock structure
    • Name of registered agent
    • Address of the registered agent
    • Duration of the business, if not perpetual
  2. Determine the stock structure. Corporations doing business in Missouri may have various types of stock, referred to as series or classes. Each class of stock will have its own advantages and disadvantages. For example, preferred stock usually doesn't have any voting rights associated with it.
  3. Name the corporation. Make sure that the corporate name that you'd like to use is unique and available by searching the online database of the SOS.
  4. Specify the incorporators. Any individual that files and signs the Articles of Incorporation is considered an incorporator.
  5. Specify the directors. A corporation may have as many directors as you choose, but there must be at least one appointed director. The responsibility of a director includes managing the corporation and determining the long-term goals for the corporation.
  6. Specify a registered agent and registered office. A registered agent is the person who receives legal notices and other important documents on behalf of the corporation. A registered agent can be a corporation authorized to do business in Missouri or a person who lives in Missouri. The registered office must be in Missouri and be the same as the registered agent's business office. The Articles of Incorporation must state the street address of the registered office and the name of the registered agent at the office.
  7. State the corporate purpose. A corporate purpose should be stated in the articles of incorporation. Sometimes a very general statement is utilized to allow for flexibility in the event that the nature of the company changes in the future. An example of a general corporate purpose is as follows:
    • "The corporation is formed to conduct and transact all lawful business activities under the laws of the state of Missouri.”
  8. Determine the incorporation bylaws. Bylaws are not mandated for incorporating in Missouri and state law does not require any specific items to be included. Remember, bylaws cannot be inconsistent with the Articles of Incorporation or the law. However, bylaws help provide the corporation with a set of operating rules by specifying important matters, such as:
    • The number of directors and officers and details surrounding their terms of office
    • The way shareholder meetings are directed
    • The way voting is conducted
    • The provisions for managing the corporation
    • The way corporate affairs are regulated
  9. Pay the necessary costs and fees. The SOS mandates a fee when reserving a corporation name or when filing the Articles of Incorporation. Filing fees are based on the value of authorized shares. Additionally, corporations in Missouri are also required to pay federal and state income tax.

Steps to Dissolve a Nonprofit Corporation

  1. Authorize dissolution. The exact steps to dissolve a nonprofit corporation vary depending on the business and whether it also has members.
  2. Give notice to the Missouri Attorney General. The nonprofit corporation must send a written notice to the Attorney General.
  3. File Articles of Dissolution.
  4. Wind up the business. Winding up consists of the actions taken by the officers or the board of directors to finalize the dissolution process.
  5. Inform creditors and other claimants.
  6. Provide a final notice to the Attorney General.
  7. File the Articles of Termination with the SOS.
  8. File Form 990 or 990-EZ with the IRS.

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