Are you considering starting your own business? It can be an exciting and rewarding venture, but it’s essential to have a solid understanding of the different types of entities available to you. In this guide, we’ll provide you with all the information you need to make an informed decision about which entity is best for your business. Please note that while we aim to provide helpful insights, it’s always a good idea to consult with experts such as lawyers and tax advisors for personalized advice. Let’s get started!
Topics
- Download Forms
- Online Entity Registration
- Information on Missouri Business Entities
- Entity Names: Availability & Requirements
- Fictitious Name Filings
- Business Name Reservations
- Business Links to Helpful Organizations & Government Agencies
Download Forms
If you’re looking for a comprehensive list of forms required for general business corporations, click here. Before filing any document with the Corporations Division, ensure that all necessary parties have signed it, the correct filing fee accompanies the document, and the correct entity name and spelling are provided. For a list of downloadable forms, visit our website.
Additionally, you can also submit any document for a “preclearance examination” to the Secretary of State for a fee of $55.
Online Entity Registration
Registering a limited liability company (LLC) has never been easier! You can now file articles of organization online. For more information about online LLC registration, click here. The Secretary of State’s Office is continuously working to provide more online services, so be sure to check back for updates.
Information on Missouri Business Entities
I. General Missouri Business Corporations
Forming a general business corporation is a great option for many entrepreneurs. To get started, you’ll need to file articles of incorporation with the Secretary of State. The articles of incorporation must include all the required information, which you can find on our website. It’s crucial to calculate incorporation fees accurately, as they are based on the dollar value of authorized shares. The fee for the first $30,000 of authorized shares is $50, with an additional $5 for each additional $10,000. There are also fees for issuing the certificate of incorporation and the Technology Trust Fund.
If you’re interested in a close corporation, Missouri law allows for their creation under specific provisions. Close corporations offer flexibility, allowing you to operate without a board of directors, annual meetings, or bylaws. You can find more information on close corporations on our website.
Foreign corporations “transacting business” in Missouri must register with the Secretary of State by obtaining a certificate of authority. The fee for this certificate is $155. Please ensure that you provide the required certificate from the jurisdiction where the foreign corporation is incorporated and that it is no more than 60 days old.
II. Nonprofit Corporations
Nonprofit corporations are organized for various purposes, such as churches, civic associations, political groups, and trade organizations. If you intend to apply for federal tax-exempt status, you must include specific provisions in your articles of incorporation. Please visit the IRS website for more information on federal tax-exempt status. Please note that the Office of the Secretary of State does not grant tax-exempt status to nonprofit corporations. You must apply directly to the Internal Revenue Service and the Missouri Department of Revenue.
III. Professional Corporations
Professional corporations are specifically designed for licensed professionals, including accountants, architects, attorneys, dentists, physicians, and more. These corporations operate under Chapter 356 RSMo. Only licensed professionals in the respective fields are eligible to be shareholders in these corporations.
IV. Sole Proprietorship/General Partnership
Sole proprietorships and general partnerships are relatively simple to create, and you don’t need to involve the Secretary of State. However, Missouri law requires any person or business entity transacting business under a name other than their own “true name” to register that business name as a Fictitious Name Registration. This registration can be done online through the Business portal on our website.
A general partnership can also elect to become a limited liability partnership (LLP), offering additional liability protections for partners. An LLP application must include the name of the partnership and the number of partners, and it needs to be renewed annually.
V. Limited Partnerships
To form a limited partnership or register a foreign limited partnership in Missouri, you must file a certificate of limited partnership with the Corporations Division. The fee for this filing is $105. Limited partnerships offer specific benefits and requirements for partners.
A limited liability limited partnership (LLLP) allows a limited partnership to become a limited liability entity. The application process and fees for an LLLP are similar to those of an LLP.
VI. Limited Liability Companies
Limited liability companies (LLCs) offer flexibility and liability protection. To form an LLC, you must file articles of organization with the Corporations Division. The articles of organization must include specific information as outlined in Section 347.039 RSMo. LLCs can choose to operate under managers or members.
Please note that foreign LLCs must also register with the Secretary of State to conduct business in Missouri.
Entity Names: Availability & Requirements
I. Availability
When choosing a name for your business entity, it’s essential to ensure that it is distinguishable from any other foreign or domestic business entities registered in the state. You can check the availability of a name by phone, but please note that this is only a preliminary search. To reserve a name, you must submit an application in writing and pay a $25 fee. Upon confirmation of availability, the name will be reserved for 60 days. You may not reserve a name for more than 180 days.
If your desired name is already in use or reserved by another business entity, you must change it to make it distinguishable. Foreign corporations that find their name in use or reserved in Missouri must adopt an assumed name for use in the state.
II. Other Requirements
Every Missouri for-profit corporation must include the words “corporation,” “company,” “incorporated,” or “limited” in its name. You can reserve a name for a corporation or other business entity by filing an application in the Office of Secretary of State and paying a $25 fee. Name reservations are valid for 60 days and can be renewed twice for an additional sixty-day period, for a total of 180 days.
Similar rules apply to other business entities, including LLCs and limited partnerships. Names must be distinguishable and include appropriate designations for each entity type.
Fictitious Name Filings
If you’re transacting business under a name other than your own “true name,” Missouri law requires you to register that name as a Fictitious Name Registration with the Secretary of State’s Office. You can complete the registration process online through our website.
Business Name Reservations
If you have a specific name in mind for your corporation or business entity, you can reserve it for exclusive use for 60 days. Name reservations can be renewed twice, for a total possible period of 180 days. After this period, you cannot reserve the name again. The fee for reserving a name is $25, except for Limited Liability Partnerships, which cost $30.
Business Links to Helpful Organizations & Government Agencies
Starting a new business involves interacting with several government agencies. To make it easier for you, we’ve compiled a list of State agencies on our website. You can find helpful information and links to these organizations here. Stay organized and ensure compliance with all necessary regulations.
We hope this guide has provided you with valuable insights. Remember, starting a business is an exciting journey, but it requires careful consideration and expert advice. For more information and resources, visit our website business. Good luck with your entrepreneurial endeavors!
