How to Form a Professional Corporation in Missouri (2024 Guide)

Steve Bennett
Business Formation Expert  |   Fact Checked by Editorial Team
Last updated: 
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Forming a Professional Corporation in Missouri

If you would like to start and learn how to form a corporation in Missouri, there are a few things that you should do now. However, in a professional corporation, professionals must create a special organizational structure to establish a professional or service corporation. Among the appropriate professions to organize a professional corporation in Missouri are accountants, physicians, engineers, architects, and attorneys.

Forming a professional corporation in Missouri or any business organization needs a certain number of steps. In this article, Webinarcare Editorial Team is going to share those steps. Keep in mind that these are general procedures. Depending on local law, it may be modified. For instance, your professional corporation may be subject to city or county-based rules.

What is a Professional Corporation in Missouri?

A professional service corporation (PSC), often known as a professional corporation (abbreviated as PC), is a particular type of organization that is permitted by state law to allow owners of specifically licensed professions to practice in the Missouri. A professional corporation’s owner is answerable for their own negligence or wrongdoing but is not held personally liable for the actions of other owners. The abbreviation PC or P.C. is frequently used to denote professional corporations.

This structure allows professionals to enjoy some of the benefits and protections of a traditional corporation while maintaining their professional status and abiding by the regulations of their respective licensing boards.

LegalZoom is the recommended corporation formation if you are thinking of forming a professional corporation from scratch. However, you can always start an LLC in Missouri, if you changed your mind.

WEBINARCARE EDITORIAL TEAM

How to Form a Professional Corporation in Missouri

To form a Professional Corporation in Missouri for the professional service you provide, you must follow a few steps that include verifying if you are qualified for a PC, naming your business, hiring a Registered Agent, filing the Articles of Incorporation, outlining an operating agreement, requesting for an EIN, opening a bank account, getting a business license, and filing for an Annual report and taxes.

Step 1: Verify If You Are Qualified for a Professional Corporation

In forming a professional corporation in Missouri, you should know if you are qualified. There are specific professions that are allowed to form a professional service corporation, including-

To provide your service, you must be qualified and have a license. In most cases, you can now form a professional corporation after finishing your studies, passing the exam, and receiving your license. If you work in an industry that does not provide a license or professional certification, you should consider starting an LLC or corporation.

Step 2: Name your Professional Corporation in Missouri

After you have decided to form a professional corporation in Missouri, you must choose a name for your corporation. Here are some pointers to consider when naming your professional corporation.

  • The business name should have the word PC, frequently followed by the name of the principal owner in place of Inc or LLC. (Example. John Doe, MD, PC)
  • Limit of restricted words that need a license.
  • A unique name is needed with no match
  • No confusion with a government entity name.

In Missouri, if you do not wish to file your professional corporation right away but want to hold the name that you have decided on, then you can reserve your corporation name for 60 days. You must file a name reservation application in the Missouri Secretary of State to keep the name.

If not already present, a professional corporation, professional association, service corporation, or professional service corporation must be included in the name. You may register your business under a different legal name if your preferred legal name is unavailable. Once you’ve decided on a name, you can apply for Missouri DBA (doing business as). This way, you can run a clinic or law firm under your name.

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Step 3: Choose the Missouri Registered Agent

The next step in forming a professional corporation is hiring a Registered Agent, who accepts legal paperwork for your business. This person or business will receive important tax forms, legal documents, all notices of lawsuits, and other official government correspondence in Missouri. Forming a professional corporation for your service will be easier if you have Registered Agent in Missouri.

Alternatively, you can serve as your own Registered Agent if you have the time. Usually, in Missouri, a Registered Agent costs is ranging from $50 – $150. To make it easier, you can hire Missouri Registered Agent Services for your professional corporation.

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Step 4: File the Articles of Incorporation in Missouri

After you hire a Registered Agent to form a professional corporation, the next step is to file the Missouri Articles of Incorporation. In writing the Articles of Incorporation, the business name, owner’s contact information, corporation address, and Registered Agent contact information, should be written. Include the names of all co-owners as well. All owners must demonstrate that they have the necessary licenses to practice the profession in question.

Filing the Articles of Incorporation in Missouri may be done with two method that is filing online, or by mail. The Articles of Incorporation fee may vary from different state. However, in Missouri, it costs $50 fo filing online, $105 for filing by mail. Create an account/Log in to the SOS site, get the online form, fill it, and submit online. For 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: Write an Operating Agreement in Missouri

An operating agreement in Missouri is a document that contains all of your company’s organizational details. It is optional to draft an operating agreement in most states. Yet, having one as an internal document is strongly advised. The operating agreement includes information like-

  • About Business
  • Members and management
  • Capital contribution
  • Profit Distribution
  • Change of membership
  • Dissolution

Step 6: Designate the PC Board of Directors in Missouri

The next step is to form the first board of directors for your PC in Missouri. All of the initial directors must provide the owner with their contact information. The owner must keep records and submit them by the Missouri Secretary of State. As a shareholder and owner, you must ensure that a provision for appointing a new director is included in the By-laws. In Missouri, you must have Three directors in forming your Professional Corporation.

Step 7: Write the Corporate Bylaws

Now that you are done forming the team of the board of directors, the next step is to draft corporate bylaws. Corporate bylaws are the basic rules that control a corporation. It includes the organization’s structure, processes, laws, and rules. As a result, all personnel, managers, and corporation members must obey the firm’s rules.

Creating comprehensive corporate bylaws requires specific knowledge about the company, its structure, and operations. However, I can provide you with a general outline of what corporate bylaws usually include. It is crucial to consult with Missouri Business Attorney or a legal expert to ensure that your bylaws comply with the laws and regulations governing your jurisdiction and industry.

  • Name and Purpose of the Corporation
  • Registered Office and Agent
  • Shareholders
  • Board of Directors
  • Officers
  • Committees
  • Indemnification and Insurance
  • Conflict of Interest
  • Records and Reports
  • Amendments
  • Miscellaneous

Step 8: Hold the First Board of Directors’ Meeting

Gather the board of directors for the first meeting after drafting the corporate bylaws. This meeting will conclude with the appointment of directors to manage the company’s daily operations, approval of the bylaws, selection of the corporation’s financial reporting year, and approval of the stock issue. Minutes should be taken at all board meetings and kept with the company’s records.

Step 9: Request an EIN in Missouri.

After the operating agreement’s documentation, you should get or request an Employer Identification Number (EIN) in Missouri. The tax ID for your professional corporation will be an EIN. The Internal Revenue Service can provide an EIN (IRS). It has nine digits and is comparable to a social security number. Nevertheless, EIN is different from SSN. Only business-related tasks, primarily filing general taxes, are performed using it. The form needs to be filled out and submitted online to the IRS.

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 the 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.

After you have your EIN number, you can benefit in several ways. It will give your professional corporation the absolute advantage necessary to operate at full capacity without encountering legal or judicial issues.

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Step 10: Open a Bank Account and Prepare for Taxes.

You should open a business bank account as soon as you have applied for and received your Employer Identity Number because you will use this account for yourself, your clients, and your staff. Check out the Best Banks in Missouri for you to decide on which bank you are going to open an account.

Due to your organization’s increased legality and liquidity, having a US business bank account may make conducting business in Missouri easier. Most banks require an EIN for businesses other than sole proprietorships to open a business bank account. Also, keeping your accounts separate will prevent you from merging your personal and business finances. Also, filing taxes is simpler when you have an EIN. You can expect to pay employee and corporate taxes when you form a professional corporation.

Step 11: Get a Business License in Missouri

Before your professional corporation operates in Missouri, you must have Missouri Business License first. A business license is a formal document issued by a state government agency that allows you to conduct business in the geographic area governed by that agency. The cost of business licenses and permits in Missouri ranges from $50 – $300. You must check with the local authorities to see if any special licenses or permits are required.

Step 12: File Your Taxes in Missouri

Finally, you’ve arrived at the final process. Remember to file your taxes when you have obtained a business license and are ready to begin operations. To avoid a large tax bill, you should begin paying taxes quarterly as soon as possible. Each state has different tax requirements. Start examining the Missouri tax classification for the taxes that an LLC in Missouri must pay.

Main Characteristics of a Professional Corporation

In forming a Professional Corporation, the main characteristics must be distinguished before forming it. These are the general characteristics of forming a Professional Corporation in Missouri.

  • Limited Liability Protection: A professional corporation provides its owners, shareholders, or members limited liability protection like a regular corporation. This means the shareholders’ personal assets are generally protected from business debts, obligations, and lawsuits, except in malpractice or professional negligence cases.
  • Missouri Licensing Requirements: All shareholders must typically be licensed professionals in the same field in a professional corporation. The corporation must also comply with specific state regulations and licensing requirements that govern the profession.
  • Governance and Management: A professional corporation is governed by a board of directors, who the shareholders elect. The board appoints officers to manage the day-to-day operations of the corporation. All directors and officers must be licensed professionals in the same field as the corporation.
  • Taxation: Professional corporations are taxed as C corporations, where the corporation pays taxes on its income, and shareholders pay taxes on dividends received from the corporation. However, some professional corporations may be eligible for S corporation status, allowing pass-through taxation. Income, losses, deductions, and credits flow to the shareholders, who report this information on their income tax returns.
  • Restrictions on Ownership and Transfer of Shares: Professional corporations often restrict the ownership and transfer of shares to ensure that only licensed professionals in the same field can become shareholders. This helps maintain the professional nature of the corporation and adheres to state licensing requirements.
  • Malpractice Liability: While a professional corporation provides limited liability protection for general business debts and obligations, it does not shield shareholders from liability for their own malpractice or professional negligence. Shareholders can still be personally liable for their actions in providing professional services.

In summary, a professional corporation is a specialized corporate structure designed for licensed professionals, offering limited liability protection and a formal governance structure while adhering to state licensing requirements and regulations.

Maintain Professional and Business License in Missouri

You must maintain or renew your professional license regularly now that you have established your professional corporation. Even if your company is well-established, it is only meaningful if you have a valid operating license. And it makes no difference if your professional license is still valid for a year or two, but your business license has already expired.

Make time at least once a year to check the status of your licenses. You won’t miss anything important this way. You can address any issues that arise.

Filing Annual Report in Missouri

In Missouri, you must submit a report. The owners’ and Registered Agent’s names and contact details are listed in the Annual Report. Also, it should include all of your yearly financial activity. You must submit the report every 1 year (within 3 months of anniversary) in the Missouri Secretary of State.

FAQs

What is a professional corporation in Missouri?
A professional corporation is a type of business structure in Missouri that is specifically designed for licensed professionals in certain fields.
Which professionals can form professional corporations in Missouri?
In Missouri, licensed professionals in fields such as law, architecture, engineering, medicine, and accounting can form professional corporations.
Can professionals from different fields form a professional corporation in Missouri?
No, only professionals from the same field can form a professional corporation in Missouri.
How many directors must a professional corporation have in Missouri?
In Missouri, a professional corporation must have at least one director.
Are there any specific rules for directors of a professional corporation in Missouri?
Yes, directors of a professional corporation in Missouri must be licensed professionals in the same field as the corporation.
Can a professional corporation in Missouri issue stock?
Yes, a professional corporation in Missouri can issue stock, but only to licensed professionals in the same field as the corporation.
What special reporting requirements do professional corporations have in Missouri?
Professional corporations in Missouri must file an annual report with the state, which includes information about its licensed members.
Do professional corporations in Missouri have to pay income tax?
Yes, professional corporations in Missouri are subject to state and federal income tax.
What are the advantages of forming a professional corporation in Missouri?
Forming a professional corporation in Missouri can provide liability protection for the members and allow them to share resources as a group.
Are there any disadvantages to forming a professional corporation in Missouri?
Some disadvantages of forming a professional corporation in Missouri include more complex legal and tax regulations, as well as certain restrictions on ownership.
How long does it take to form a professional corporation in Missouri?
The amount of time it takes to form a professional corporation in Missouri can vary, but typically it takes several weeks to several months.
What are the steps for forming a professional corporation in Missouri?
The steps for forming a professional corporation in Missouri include choosing and reserving a name, filing articles of incorporation, obtaining any necessary permits or licenses, and creating bylaws.
Is there a fee for filing articles of incorporation for a professional corporation in Missouri?
Yes, there is a fee for filing articles of incorporation for a professional corporation in Missouri, which can vary depending on the type of professional corporation.
What is an operating agreement for a professional corporation in Missouri?
An operating agreement is a legal document that outlines the management and ownership of a professional corporation in Missouri.
Is an operating agreement required for a professional corporation in Missouri?
While not required by law, having an operating agreement for a professional corporation in Missouri is strongly recommended.
Can a non-licensed person own a stake in a professional corporation in Missouri?
No, a non-licensed person cannot own a stake in a professional corporation in Missouri.
Can a professional corporation be formed as a nonprofit in Missouri?
Yes, a professional corporation can be formed as a nonprofit in Missouri.
Are professional corporations in Missouri required to carry malpractice insurance?
While not required by law, many professional corporations in Missouri choose to carry malpractice insurance as a way to manage the risks associated with the services.
What happens if a licensed member of a professional corporation in Missouri loses their license?
If a licensed member of a professional corporation in Missouri loses their license, they would need to be removed from the corporation and replaced with a newly licensed member.
Can professional corporations in Missouri work with businesses or individuals from outside the state?
Yes, professional corporations in Missouri can work with businesses or individuals from outside the state.
Are professional corporations in Missouri exempt from Missouri sales tax?
No, professional corporations in Missouri are generally subject to sales tax on their taxable sales, which can include services they provide.
Can professional corporations in Missouri deduct business expenses from their taxes?
Yes, professional corporations in Missouri can generally deduct reasonable business expenses from their taxes.
Does forming a professional corporation protect me from personal liability in Missouri?
Yes, forming a professional corporation in Missouri can help protect you from personal liability for certain business debts and obligations.
Do I need a lawyer to form a professional corporation in Missouri?
While not required by law, it is strongly recommended to work with a lawyer to form a professional corporation in Missouri due to the legal and regulatory complexities involved.
Can I operate a professional corporation in Missouri from my home?
Yes, you can operate a professional corporation in Missouri from your home, but you may need to obtain certain permits or licenses.
Can I change the name of my professional corporation in Missouri?
Yes, you can change the name of your professional corporation in Missouri by filing the appropriate paperwork with the state.
What happens if a licensed member of a professional corporation in Missouri retires or dies?
If a licensed member of a professional corporation in Missouri retires or dies, they would need to be replaced with a newly licensed member.
Can a professional corporation in Missouri own property?
Yes, a professional corporation in Missouri can own property, either directly or through a subsidiary.
What are the requirements to maintain a professional corporation in Missouri?
To maintain a professional corporation in Missouri, you must file an annual report with the state, maintain proper records and documentation, and adhere to all relevant laws and regulations.
What is a professional corporation (PC)?
A professional corporation is a legal form of business organization that is created specifically for licensed professionals, such as doctors, lawyers, and accountants.
How is a professional corporation formed in Missouri?
In Missouri, a professional corporation is formed by filing the appropriate paperwork with the Missouri Secretary of State’s office.
Who can form a professional corporation in Missouri?
Anyone who is licensed to practice a profession in Missouri can form a professional corporation.
What are the benefits of forming a professional corporation in Missouri?
The benefits of forming a professional corporation in Missouri include limited liability, the ability to deduct certain business expenses, and the ability to raise capital through the sale of stock.
How many shareholders can a professional corporation have in Missouri?
In Missouri, a professional corporation can have a maximum of fifty shareholders.
Can a professional corporation be formed for any profession in Missouri?
No, only certain licensed professions are eligible to form a professional corporation in Missouri.
What are the requirements for forming a professional corporation in Missouri?
To form a professional corporation, you must file articles of incorporation with the Missouri Secretary of State’s office and meet any additional licensing requirements for your profession.
Can a professional corporation in Missouri be formed by one person?
Yes, in Missouri a professional corporation can be formed by a single licensed professional.
How is a professional corporation taxed in Missouri?
In Missouri, a professional corporation is taxed like a regular corporation, although there may be certain tax breaks available for licensed professionals.
Are shareholders in a professional corporation in Missouri personally liable for corporate debts?
No, shareholders in a Missouri professional corporation are generally not personally liable for the corporation’s debts.
Can a Missouri professional corporation provide professional services in other states?
It depends on the laws of other states, but in general, a professional corporation must comply with the licensing requirements of any state in which it operates.
Can a Missouri professional corporation offer stock options to employees?
Yes, a professional corporation in Missouri can offer stock options to its employees.
Does forming a professional corporation in Missouri require a lot of paperwork?
Yes, forming a professional corporation in Missouri requires filing several documents with the Secretary of State’s office, including articles of incorporation and other required filings.
Are there any ongoing requirements for maintaining a Missouri professional corporation?
Yes, a Missouri professional corporation must file annual reports and maintain its licensure with their associated professional licensing board.
Can a Missouri professional corporation have a different name than the owner’s name?
Yes, a Missouri professional corporation can have a different name, as long as the name complies with Missouri’s corporate naming laws.
Can a Missouri professional corporation own real estate?
Yes, a Missouri professional corporation can own real estate, just like any other corporation.
Can a professional corporation in Missouri change its name?
Yes, but a Missouri professional corporation must follow the appropriate legal procedures to do so.
Does Missouri recognize professional limited liability companies (PLLCs)?
Yes, Missouri does allow for the formation of professional limited liability companies (PLLCs).
Can a Missouri professional corporation conduct nonprofessional business activities?
Yes, as long as the primary purpose of the corporation is to provide professional services, a Missouri professional corporation can engage in other business activities.
Are professional corporations more expensive to form than regular corporations in Missouri?
The cost of forming a professional corporation in Missouri is generally similar to the cost of forming a regular corporation.
Can a Missouri professional corporation be owned by a trust?
Yes, it is possible for a trust to own a Missouri professional corporation, although ownership structures involving trusts can sometimes be more complex.
Are Missouri professional corporations subject to an annual franchise tax?
Yes, Missouri professional corporations are subject to an annual franchise tax.
Can Missouri professional corporations have different classes of stock?
Yes, a Missouri professional corporation can have different classes of stock distinguished by voting rights, dividend rights, or other characteristics.
Can a Missouri professional corporation have a board of directors?
Yes, a professional corporation in Missouri may be managed by a board of directors who are elected by the shareholders.
Can a Missouri professional corporation be challenged for unauthorized practice of a profession?
Yes, a Missouri professional corporation can be challenged by regulators for unauthorized practice of a profession, just as an individual practitioner can.
Are there any restrictions on advertising for a Missouri professional corporation?
Yes, Missouri has specific rules governing advertising by licensed professionals, including those operating as professional corporations.
What is the difference between a Missouri LLC and a Missouri professional corporation?
A Missouri LLC is a general form of business organization that can be used by any type of business, while a Missouri professional corporation is specifically designed for licensed professionals.

Also Read

How to Save Money While Forming Missouri Professional Corporation

Firstly, conducting thorough research and seeking advice from experienced professionals can prove to be invaluable. Aspiring professionals should gain a comprehensive understanding of the legal framework and regulations governing professional corporations in Missouri. Consulting attorneys who specialize in business and corporate law can provide expert guidance and offer cost-effective solutions tailor-made for your specific needs.

Moreover, carefully weighing the options when choosing a professional corporation structure is crucial. Missouri allows professionals to form traditional professional corporations (PCs) or opt for a more flexible alternative known as professional limited liability companies (PLLCs). While both options have their advantages, PLLCs often offer less administrative complexity and are generally cheaper to form.

Another essential aspect to consider is the choice of a registered agent. A registered agent is responsible for receiving legal and official documents on behalf of the corporation, and hiring one may be required by law. However, this task can often be fulfilled by one of the corporation’s own directors or officers, potentially saving money that would otherwise be spent on outsourced services.

When it comes to legal filings and documentation, aspiring professionals should be diligent in completing and filing the necessary forms accurately. Mistakes or omissions in paperwork can lead to delays, additional expenses, and even legal issues down the line. Taking the time to review each form diligently and seeking professional assistance if needed can ultimately save significant money in avoiding potential complications and re-filings.

Furthermore, some expenses related to starting a professional corporation can be controlled by administering them internally. Hiring an in-house accountant or a knowledgeable administrative staff member can reduce reliance on costly external providers, especially for routine accounting tasks such as bookkeeping and tax preparation.

Additionally, keeping the business entity’s operations streamlined and efficient can lead to long-term cost savings. Evaluating if certain services can be outsourced or automated can bring down expenses without compromising quality. Technology has provided businesses with a range of financial management tools and software solutions that can maximize efficiency and allow for cost reduction opportunities.

Proactive tax planning is another crucial aspect to consider. Tax liabilities can sometimes be significant burdens on a professional corporation, but understanding available deductions, credits, and exemptions can help reduce the corporation’s overall tax liability. Engaging the services of tax professionals who specialize in business tax matters can assist in navigating the complexities of tax laws and ensure that the corporation takes full advantage of applicable deductions and exemptions.

In conclusion, forming a professional corporation in Missouri can be a complex and potentially costly endeavor. However, by conducting thorough research, seeking professional advice, and making informed decisions, professionals can save money throughout the process. Strategically considering corporation structure, partnering with the right professionals, administering tasks internally, leveraging technology, and proactive tax planning are all effective ways to minimize expenses while establishing a successful professional corporation. By utilizing these strategies, professionals in Missouri can take steps towards financial stability and growth for their newly formed professional corporation.

Conclusion

In conclusion, forming a professional corporation in Missouri is a strategic decision for licensed professionals who seek to combine their expertise and services under a single corporate entity. This business structure offers limited liability protection, a formal governance structure, and compliance with state licensing requirements. However, it also comes with certain restrictions on ownership, transfer of shares, and personal liability for professional malpractice. By carefully considering the advantages and disadvantages of a professional corporation, professionals can determine whether this structure aligns with their business goals, regulatory requirements, and risk management needs, ultimately contributing to a more organized, secure, and compliant professional practice.

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