Starting a Corporation in Missouri | What You Need to Know


Steve Bennett
Steve Bennett
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Start a Corporation in Missouri

In Missouri, starting a corporation can benefit entrepreneurs looking to establish a separate legal entity for their business. Incorporating your business provides liability protection for its owners and offers potential tax benefits and a professional image. This comprehensive guide will walk you through Starting a Corporation in Missouri, from choosing a corporate name to fulfilling ongoing compliance requirements. Some people consider starting a corporation since it has advantages and benefits rather than Starting an LLC in Missouri.

Webinarcare Editorial Team will help you gain knowledge in starting a corporation with thorough research and market study. It would be best to cross-check all the factors in this article before forming a corporation.

What is a Corporation in Missouri?

A corporation in Missouri is a business organization recognized as a separate legal entity from its owners, also known as shareholders. When a corporation is formed, shareholders invest capital by purchasing shares of stock and, in return, become partial company owners. The corporation is managed by a board of directors elected by the shareholders to oversee the company’s operations and make important decisions. Corporations in Missouri are required to have at least Three directors. One of the main advantages of a corporation in Missouri is that it provides limited liability protection to its shareholders, meaning their assets are not at risk if the corporation incurs debt or is legally sued.

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Common Types of Corporations

Before you start with a corporation, you should know what type of corporation you will form. There are several different forms of corporations you can take into consideration, depending on your corporation’s objectives and ownership structure.

C-Corporation

C-Corporation is the most known type of incorporation. They have almost all corporate distinguishing characteristics. Profits are distributed to corporate owners who are taxed at an individual level. The corporation is taxed similarly to a business unit.

S-Corporation

S-Corporation in Missouri is set up similarly to a C-corporation but has different tax implications and owner limits. An S-Corporation has no more than 100 stockholders and is not taxed separately. These business units must also file paperwork with the Internal Revenue Service (IRS) to obtain their status.

Nonprofit Corporation

Religious, educational, and charity institutions frequently use nonprofit businesses to run their operations without making a profit. Thus, a nonprofit corporation is exempt from paying taxes. The nonprofit organization’s gifts, contributions, or cash are reinvested in the company to fund its growth, future endeavors, or operations.

It is recommended to Start a Corporation in Missouri if you would like to provide limited liability protection to your shareholders rather than Missouri LLC. However, you may want to consult to LegalZoom’s Business Attorney before starting a business.

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How to Start a Corporation in Missouri

To start a corporation in Missouri, you must follow the below steps that, include choosing a corporate name, hiring a Registered Agent, appointing directors, filing for Articles of Incorporation, creating corporate bylaws, holding the initial board of directors, issuing stock, obtaining required licenses and permits, registering with state tax agencies, and annual reporting and ongoing compliance. All these steps are basic ones. It can be changed depending on the type of corporation you form and the nature of your business.

Step 1: Choosing a Corporate Name

The first step in starting a corporation is choosing an available name that complies with Missouri naming rules. Most states require that the name of a corporation be distinguishable from other registered business names and include a corporate designator such as “Corporation,” “Incorporated,” “Company,” or an abbreviation thereof.

Here are some guidelines you must follow while naming your corporation in Missouri-

  • Your business name must contain entity identifiers, such as “Incorporated,” “Limited,” “Corporation,” or “Company,” or an abbreviation, such as “Inc.,” “Co.,” or “Ltd.”
  • Exclude any words in your business name, such as “Trust,” “Bank,” “Credit Union,” or “Trustee,” or words related to a government agency, such as “FBI,” “State Department,” or “Treasury.”

To check the availability of your desired corporate name, you can search the Missouri Secretary of State‘s business name database and Business Name Search in Missouri. If the name is available, you may choose to reserve it for a specific period of 60 days by filing a name reservation application and paying the online name reservation fee of Not available and mail name reservation fee of $25. If your corporation plans to operate under a name other than its legal name, you may also need to register a fictitious or “doing business as” (DBA) name.

The DBA filing can be done by three methods, online, by mail, and in person filing., which costs around $7. In addition, the DBA’s validity in Missouri is five years, which you can file in Missouri Secretary of State.

You can check out How to File a DBA in Missouri for clearer understanding.

Step 2: Hire a Registered Agent

Hiring a Registered Agent is essential in starting a corporation. Registered Agent is a person or company responsible for receiving important legal documents, tax notices, and other correspondence on behalf of your corporation. They ensure that your corporation remains compliant with state regulations and requirements. There are Missouri Registered Agent Services to check in forming Missouri Corporation. We reviewed some of the best-registered agent services and provided features as an add-on with their packages.

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Step 3: Appointing Directors

Corporations in Missouri are required to have at least Three directors, though some states may require more. Directors are responsible for overseeing the corporation’s management and making major decisions on behalf of the company. In Missouri, directors must be at least 18 years old and do not need to be state residents.

When appointing directors, it is essential to consider individuals who are knowledgeable, trustworthy, and capable of making sound business decisions. Maintaining a record of appointed directors, including their names, addresses, and terms of service, is also a good idea.

Step 4: Preparing and Filing Articles of Incorporation

After you appoint the initial board of directors in your Missouri corporation, the next step is to write and file a Articles of Incorporation. In writing, the Missouri Articles of Incorporation, the corporation name, principal place of business, the purpose of business, Registered Agent contact information, and the names and addresses of incorporators and initial board members, should be written.

To officially form your Missouri corporation, you must prepare and file Articles of Incorporation with the Missouri Secretary of State. The Articles of Incorporation is a legal document that outlines essential information about your corporation, such as its name, address, purpose, and details about its stock.

The specific requirements for Articles of Incorporation vary by state, but generally, the document must include the following:

  • The corporate name
  • The purpose of the corporation
  • The name and address of the registered agent
  • The names and addresses of the initial directors
  • The number of authorized shares and their par value
  • The name and address of the incorporator(s)

Once the Articles of Incorporation are complete, please submit them to the Missouri Secretary of State’s office, along with the required filing fee. Fees vary by state, but in Missouri, the Articles of Incorporation filing fee costs around $50 fo filing online, $105 for filing by mail. It is crucial to provide accurate and complete information on this document, as errors or omissions may result in delays or rejection of your filing.

  • Online Filing: Create an account/Log in to the SOS site, get the online form, fill it, and submit online
  • Offline filing: Send the form by mail or drop it off in person to Corporations Unit, James C. Kirkpatrick State Information Center, P.O. Box 778, Jefferson City, MO 65102

Step 5: Creating Corporate Bylaws

Now you are done filing Articles of Incorporation in Missouri, the next step is to draft corporate bylaws. While not always required by law, creating corporate bylaws is essential in establishing Missouri corporation. Bylaws are the internal rules and regulations that govern the corporation’s operations and management. They outline the rights and responsibilities of directors, officers, and shareholders and provide guidelines for holding meetings and making decisions.

Key provisions to include in your corporate bylaws may include:

  • The corporation’s purpose and principal place of business
  • The roles and responsibilities of directors, officers, and shareholders
  • The process for appointing and removing directors and officers
  • The procedures for holding annual and special meetings
  • The methods for amending the bylaws and Articles of Incorporation
  • The procedures for issuing stock and maintaining shareholder records

Once the bylaws are drafted, they must be adopted by the corporation’s board of directors. Keeping a copy of the bylaws with your corporate records and updating them to reflect changes in the corporation or applicable laws is essential.

Step 6: Holding the Initial Board of Directors Meeting

The initial board of directors meeting is a crucial milestone for your Missouri corporation. During this meeting, the directors will adopt the corporate bylaws, elect officers, and make other key decisions to set the foundation for the corporation’s operations.

The agenda for the initial board meeting may include the following:

  • Adopting the corporate bylaws
  • Ratifying any pre-incorporation actions taken by the incorporator(s)
  • Electing corporate officers (e.g., president, vice president, secretary, treasurer)
  • Designating a corporate bank account
  • Authorizing the issuance of stock
  • Approving necessary licenses, permits, and tax registrations

It is essential to keep detailed minutes of the initial board meeting, documenting the decisions made and actions taken. These minutes should be stored with your corporate records.

Step 7: Issuing Stock

Corporations in Missouri are required to issue stock to their owners, also known as shareholders. When preparing to issue stock, you must determine the number of authorized shares and their par value, as outlined in your Articles of Incorporation. You may choose to issue different classes of stock, each with its rights and privileges, such as voting rights and dividend preferences.

The process for issuing stock typically involves the board of directors approving a stock issuance resolution, determining the price per share, and recording the issuance in the corporation’s stock ledger. Maintaining accurate and up-to-date records of all stock transactions, including transfers and cancellations, is crucial to ensure proper ownership tracking and compliance with securities laws.

Step 8: Obtaining Required Licenses and Permits

Depending on the nature of your corporation’s activities and location, you may need to obtain various licenses and permits to operate legally. These may include federal, state, and local requirements, such as:

  • A Federal Employer Identification Number (EIN) for tax reporting and employee withholding purposes.
  • State sales and use tax registration, if your corporation sells taxable goods or services
  • Professional or occupational licenses for specific industries (e.g., healthcare, construction, food service)
  • Missouri Business Licenses, zoning permits, and health department approvals

Researching and obtaining all required Missouri licenses and permits before commencing operations and maintaining compliance with any ongoing renewal or reporting requirements is essential.

Step 10: Registering with State Tax Agencies

In addition to obtaining licenses and permits, your Missouri corporation may also need to register with various tax agencies. This may include registering for sales and use tax, obtaining an Employer Identification Number (EIN) in Missouri for payroll tax purposes, and filing state income tax and franchise tax returns.

An EIN will serve as the tax ID for your Missouri corporation. EIN can be obtained from the Internal Revenue Service (IRS). It is a 9-digit number similar to Social Security Number. EIN, however, is distinct from SSN. It is only used for business-related activities, particularly for submitting general taxes. The form must be completed and uploaded to the IRS website.

The application of an EIN in Missouri can be through the following:

  • Apply Online- The online EIN application is the preferred method for customers to apply for and obtain an EIN.
  • Apply by Fax- Taxpayers can fax the completed Form SS-4 application to the appropriate fax number), after ensuring that Form SS-4 contains all of the required information.
  • Apply by Mail- The EIN application Form SS-4 can be filed via mail. The processing time frame to receive the mail is four weeks.
  • Apply by Telephone-International Applicants – International applicants may call 267-941-1099 (not a toll-free number) from 6 a.m. to 11 p.m. (Eastern Time) Monday through Friday to obtain their EIN.

Each state has tax requirements, so consult a tax professional or Missouri Department of Revenue for guidance on your specific obligations.

Step 11: Annual Reporting and Ongoing Compliance

Once your Missouri corporation is up and running, you must fulfill ongoing reporting and compliance requirements to maintain good standing. This may include filing Annual Report with the Missouri Secretary of State, updating your corporate records to reflect changes in directors or officers, and staying current on any required licenses or permits.

In addition, it is essential to stay informed about changes in corporate laws and regulations that may impact your business and to seek professional advice when needed.

Paying Your Taxes in Missouri

Even if you have established your corporation in Missouri, pay your taxes and keep everything up to date so you won’t pay any penalty. Unlike an LLC, there is a corporate tax that every corporation in Missouri has to pay. On the other hand, they must pay income taxes based on their business income. Some other types of taxes in Missouri are sales tax, franchise tax (not applicable to all the states), and other state taxes.

Cost of Forming a Corporation in Missouri

In forming a corporation in Missouri, a filing and Annual fee must be paid. Without it, your corporation won’t operate. A corporation’s initial filing fee may vary from state to state. However, in Missouri, it costs $50 fo filing online, $105 for filing by mail. The corporation in Missouri also has to file an Annual Report (though it might not be mandatory, it is recommended to file one). Ensure you comply with all the necessary fees and costs so your corporation will run successfully and smoothly.

FAQs

What is the process for incorporating in Missouri?
To incorporate in Missouri, you need to file Articles of Incorporation with the Missouri Secretary of State.
What is the cost to incorporate in Missouri?
The cost to incorporate in Missouri is $50.
What are the paperwork requirements to start a corporation in Missouri?
To start a corporation in Missouri, you need to file Articles of Incorporation with the Missouri Secretary of State.
What is the minimum number of shareholders required to start a corporation in Missouri?
There is no minimum number of shareholders required to start a corporation in Missouri.
Is there a residency requirement to start a corporation in Missouri?
No, there is no residency requirement to start a corporation in Missouri.
How long does it take to incorporate in Missouri?
The processing time for incorporating in Missouri can vary, but it typically takes less than 1 week.
Do I need a lawyer to incorporate in Missouri?
No, you do not need a lawyer to incorporate in Missouri.
Can I incorporate in Missouri if I live outside of the U.S.?
Yes, you can incorporate in Missouri even if you live outside of the U.S.
What type of corporation should I form in Missouri?
It depends on your business goals and needs. A popular option is a traditional C-Corporation.
Can I change my corporate structure after incorporating in Missouri?
Yes, you can change your corporate structure after incorporating in Missouri.
Can I reserve a business name before I incorporate in Missouri?
Yes, you can reserve a business name in Missouri by filing a Name Reservation Application.
Can I register my corporation online in Missouri?
Yes, you can register your corporation online in Missouri through the Missouri Secretary of State’s website.
Do I need to obtain any business licenses or permits to start a corporation in Missouri?
It depends on your business type and location. You may need to obtain licenses and permits at the local, state, and federal levels.
Do I need to file an annual report with the Missouri Secretary of State?
Yes, corporations in Missouri are required to file an annual report with the Missouri Secretary of State.
Can I apply for tax exemption status for my corporation in Missouri?
Yes, you can apply for tax exemption status for your corporation in Missouri if it meets certain requirements.
Can I dissolve my corporation in Missouri?
Yes, you can dissolve your corporation in Missouri by filing Articles of Dissolution with the Missouri Secretary of State.
Are there any tax incentives offered to corporations in Missouri?
Yes, there are a variety of tax incentives offered to corporations in Missouri, such as credits for job creation and training.
Does Missouri require corporations to carry liability insurance?
No, Missouri does not require corporations to carry liability insurance.
Can I change my corporate name after incorporating in Missouri?
Yes, you can change your corporate name after incorporating in Missouri by filing Articles of Amendment.
Are corporations in Missouri required to hold regular meetings?
No, corporations in Missouri are not legally required to hold regular meetings, but it is recommended for organizational purposes.
Can I operate a corporation from my home in Missouri?
Yes, you can operate a corporation from your home in Missouri as long as it is appropriately licensed and zoned.
Do I need to obtain an EIN for my corporation in Missouri?
Yes, you need to obtain an EIN (Employee Identification Number) for your corporation in Missouri to conduct business and pay employees.
Are there any residency or citizenship requirements for directors of a Missouri corporation?
No, there are no residency or citizenship requirements for directors of a Missouri corporation.
How is ownership structured in a Missouri corporation?
Ownership in a Missouri corporation is structured through shares of stock.
Can a corporation convert to a different business type in Missouri?
Yes, a corporation can convert to a different business type in Missouri by filing appropriate paperwork with the Missouri Secretary of State.
Are there any restrictions on selling stock in a Missouri corporation?
Yes, there are restrictions on selling stock in a Missouri corporation, specifically relating to securities laws.
Can I serve as both a director and officer of my Missouri corporation?
Yes, you can serve as both a director and officer of your Missouri corporation.
Can I get legal assistance to incorporate my business in Missouri?
Yes, you can hire an attorney to help you incorporate your business in Missouri.
What is a corporation?
A corporation is a legal entity that is owned by shareholders and managed by a board of directors.
What are the benefits of starting a corporation in Missouri?
Missouri offers a low business tax rate, a favorable legal environment for corporations, and a business-friendly environment.
How much does it cost to incorporate in Missouri?
The filing fee for incorporating in Missouri is $58.
Do I need to file additional paperwork after incorporating in Missouri?
Yes, you will need to file an Annual Report each year and a Business License Application if you will be conducting business locally.
Can I incorporate in Missouri with just one person?
Yes, you can incorporate as a Solo Owner in Missouri.
Can I register my corporation name in Missouri before filing the Articles of Incorporation?
Yes, you can reserve a corporation name in Missouri by filing a Name Reservation Application.
Are there any restrictions on the types of businesses that can incorporate in Missouri?
No, any type of business – including for-profit, non-profit, and professional corporations – can incorporate in Missouri.
Do I need to have a physical address in Missouri to incorporate there?
Yes, you will need a registered agent with a physical address in Missouri to incorporate there.
What is a registered agent, and do I need one in Missouri?
A registered agent is someone who agrees to receive legal and tax documents on behalf of your corporation. You must have a registered agent with a physical address in Missouri to incorporate there.
Is a foreign corporation able to do business in Missouri?
Yes, foreign corporations can legally do business in Missouri by registering with the Secretary of State as a foreign entity.
How do I file my Articles of Incorporation in Missouri?
You can file your Articles of Incorporation online or via mail with the Missouri Secretary of State.
What information do I need to provide on the Articles of Incorporation in Missouri?
You will need to provide the name of your corporation, its purpose, your registered agent’s information, and names and addresses of your corporate directors.
Can I change my corporation’s name after it has been incorporated in Missouri?
Yes, you can change your corporation’s name by filing an Amended Articles of Incorporation form.
Do I need to have bylaws for my corporation in Missouri?
Yes, you are required to have bylaws for your corporation in Missouri.
Is a corporation required to register for state taxes in Missouri?
Yes, your corporation will need to register with the Missouri Department of Revenue to pay state taxes.
Do I need a business license to incorporate in Missouri?
Yes, you will need a business license if your corporation will be operating in any of Missouri’s municipalities.
Do I need to provide financial statements on my application to incorporate in Missouri?
No, you do not need to provide financial statements on your application.
How can I check if my corporation name is available in Missouri?
You can check if your corporation name is available by using the Missouri Secretary of State’s Business Entity Search tool.
Can I reserve a corporate name in Missouri before incorporating?
Yes, you can reserve a corporate name in Missouri by submitting a Name Reservation Application.
What is the annual filing requirement for corporations in Missouri?
Corporations in Missouri are required to file an Annual Report each year.
What must my corporation include in the Annual Report in Missouri?
The Annual Report for your corporation in Missouri must contain the company’s address, the registered agent’s information, and any changes made to the corporation during that year.
Will I need to pay additional taxes once my corporation is registered in Missouri?
Yes, your corporation will be required to file and pay Missouri state income tax on its earnings.
Can I form a Series LLC in Missouri?
Yes, Missouri law recognizes the formation of Series Limited Liability Companies.
Can the Secretary of State assist me in filling out the Articles of Incorporation in Missouri?
No, the Secretary of State provides a sample form but recommends consulting a lawyer or other experienced business professional when creating Articles of Incorporation.

Also Read

How to Save Money While Forming Your Missouri Corporation

One of the first steps in saving money during the formation process is to carefully consider the business structure of your corporation. While setting up a C Corporation may seem like the traditional route, there are other options, such as an S Corporation or Limited Liability Company (LLC), that may be more cost-effective for your specific needs. Each structure has its own advantages and disadvantages, so it’s important to weigh these factors before making a decision.

Another way to save money when forming your Missouri corporation is to do as much of the legwork yourself as possible. While it’s crucial to seek advice from legal professionals to ensure all the necessary paperwork is in order, there are certain tasks you can handle on your own. For example, you can draft your own articles of incorporation or bylaws to save on legal fees. Additionally, by researching online resources and templates, you can educate yourself on the process and requirements involved in forming a corporation.

Furthermore, utilizing technology can help streamline the formation process and reduce costs. There are countless online services and tools available that can assist with filling out forms, conducting research, and even providing guidance on legal matters. By leveraging these resources, you can save time and money while still ensuring a smooth and efficient formation process.

When it comes to professional services, it’s essential to shop around and compare prices before committing to any one provider. While it may be tempting to go with the first lawyer or Incorporation Service Company you come across, taking the time to get multiple quotes can potentially save you hundreds, if not thousands, of dollars. Don’t be afraid to negotiate or ask for discounts – many service providers are willing to work with clients on pricing, especially for startups and small businesses.

Lastly, while it’s crucial to prioritize saving money during the formation process, it’s equally important not to cut corners or sacrifice quality. Investing in the proper planning, documentation, and compliance from the beginning can save you headaches down the road and potentially costly legal complications. By balancing cost-saving measures with proper due diligence, you can ensure your Missouri corporation is set up for success from the start.

In conclusion, forming a corporation in Missouri doesn’t have to break the bank. By carefully considering your business structure, doing as much of the preparation yourself as possible, utilizing technology, shopping around for professional services, and prioritizing quality, you can save money while still effectively establishing your corporation. With the right approach and mindset, you can set your business up for long-term success without emptying your wallet.

Conclusion

Starting a corporation in Missouri involves several critical steps, from choosing a corporate name to fulfilling ongoing compliance requirements. Following the steps outlined in this guide and seeking professional advice when needed, you can successfully establish your Missouri corporation and enjoy the benefits of limited liability, potential tax savings, and a professional business image.

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