How to Start a Limited Liability Partnership in Missouri | 2024 Guide

Start a Limited Liability Partnership in Missouri

A Limited Liability Partnership (LLP) is a popular business structure offering the flexibility of a partnership while providing limited liability protection like starting an LLC in Missouri. LLP structure is ideal for attorneys, accountants, and consultants. If you’re considering starting a Limited Liability Partnership in Missouri, this comprehensive guide will walk you through the necessary steps, from researching and planning to ongoing compliance and reporting requirements.

Webinarcare Editorial Team will help you gain knowledge through thorough research and market study. Before starting your Missouri LLP, all the steps in this article must guide you.

What is a Limited Liability Partnership?

Forming an LLP is like starting an LLC as well. However, there are differences in terms of it. A Limited Liability Partnership (LLP) is a type of business structure that combines elements of partnerships and corporations. It allows multiple individuals, known as partners, to jointly own and manage the business while providing limited liability protection to each partner. This means that each partner’s assets are generally protected from the debts and liabilities of the business, and they are only liable for their investment in the partnership.

LLPs are popular among professional service providers, such as lawyers, accountants, and consultants, as they allow for flexible management structures and profit-sharing arrangements. The partners in an LLP can directly manage the business, unlike forming a Corporation in Missouri, where a board of directors typically handles the management.

Each partner’s liability is also limited to the extent of their investment, and they are not personally responsible for the negligence or misconduct of other partners. This is a key difference between an LLP and Missouri General Partnership, where partners have unlimited liability for the partnership’s actions and other partners.

It is suggested that you speak with a legal professional before you begin setting up your limited liability partnership. They’ll understand what’s best for you and your company. To safeguard your personal assets from business debts, you can always start an LLC rather than a limited liability partnership.

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Steps in Starting a Limited Liability Partnership in Missouri

To form a limited liability partnership in Missouri, you must consider following the below guidelines that include research and planning, choosing an LLP name, designating a Registered Agent, filing for Articles of Organization, drafting a partnership agreement, get an EIN, obtaining necessary licenses and permits, the opening of business bank account and maintain ongoing compliance and reporting requirements. 

Step 1: Research and Planning

Before forming an LLP in Missouri, you must familiarize yourself with the state’s laws and regulations governing LLPs. Conduct thorough research to determine if an LLP is the right business structure for your needs, and create a detailed business plan outlining your goals, strategies, and financial projections.

Step 2: Choose an LLP Name

Selecting a unique and appropriate name for your LLP is crucial. First, check the availability of your desired LLP name with the Missouri business registry. Ensure that your chosen name follows Missouri naming guidelines and requirements, which typically include the use of “Limited Liability Partnership” or “LLP” in the name. You can register and reserve the name with Missouri Secretary of State if desired.

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

  • Be distinguishable from other businesses registered in your state
  • Include the words “Limited Liability Partnership,” “LLP,” or a similar abbreviation.
  • Not include words that are restricted by your state
  • Ensure that your chosen name does not infringe on any existing trademarks or intellectual property rights.

However, to check the availability of your desired LLP name, you can also search the Missouri Secretary of State business name database and Missouri Business Name Search. 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 LLP 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 the Missouri Secretary of State.

You can check out how to file a DBA in Missouri for clearer understanding.

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Step 3: Designate a Registered Agent

In Missouri, you’ll need to designate a Registered Agent for your LLP. The Registered Agent is responsible for receiving the partnership’s important legal and tax documents. Choose a qualified individual or Missouri Registered Agent Services to serve as your LLP’s Registered Agent, ensuring that they meet Missouri requirements.

However, If you plan to become a Registered Agent of your own LLP, follow the steps below. Also, this applies a guideline in hiring your registered agent.

  • Research the requirements in the state where you want to offer your service. Each state has specific criteria, such as having a physical address and being available during normal business hours.
  • Obtain a physical address in the state(s) if needed.
  • Be familiar with the rules, regulations, and compliance requirements for businesses in your state.
  • Create a business plan outlining your services, pricing, and marketing strategy.
  • Register your business entity, such as an LLP, if required.

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Step 4: File a Certificate of Limited Liability Partnership

To officially form your LLP, you must file a Certificate of Limited Liability Partnership with the Missouri Secretary of State. Obtain the necessary forms and provide the required information, such as the LLP name, principal office address, registered agent’s name and address, names and addresses of partners, and management structure. Pay the required filing fee and submit the completed forms to the Missouri Secretary of State’s office.

Step 5: Draft a Partnership Agreement

A well-crafted partnership agreement is essential for governing your LLP and protecting the interests of its partners. This document should cover crucial provisions such as roles and responsibilities of partners, profit and loss sharing, decision-making processes, partner admission and withdrawal, and dispute resolution. Consider having the partnership agreement reviewed by an attorney to ensure its completeness and compliance with Missouri laws.

A partnership agreement should include the following:

  • Business name
  • Description of the business
  • Contact information of the business and its owners

Ownership of all business partners, decision-making, capital contribution, profits and distribution, death and disability, and withdrawal and addition of partners is one of the key factors to consider when forming or creating a partnership agreement. In this way, all business partners will understand what this is all about and how to proceed if the mentioned scenarios happen. 

Without a partnership agreement, your company will often be subject to the general partnership default laws of Missouri. The default laws in Missouri might not be appropriate for your requirements.

Step 6: Get an EIN

Your LLP must obtain Missouri Employer Identification Number (EIN) from the Internal Revenue Service (IRS). The application of an EIN 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.

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

Step 7: Obtain the Necessary Licenses and Permits

Depending on your specific industry, you may need to obtain Missouri Business Licenses and permits to operate your LLP. Research your business’s licensing and permit requirements and apply for them accordingly.

You can check out the United States Business License & Licensing Fee Resources for more information about the costs in Missouri.

Step 8: Open a Business Bank Account and Obtain Insurance

Maintaining clear financial records is crucial for any business, so open a separate bank account for your Missouri LLP. Additionally, obtain the necessary Missouri Business Insurance, such as general liability insurance, professional liability insurance (if applicable), and workers’ compensation insurance (if you have employees). 

Check the Best Bank for Small Businesses in Missouri to open a bank account.

Step 9: Maintain Compliance and Reporting Requirements

Stay informed about and comply with relevant laws and regulations to keep your LLP in good standing. File Annual Reports with the Missouri Secretary of State (if required), maintain accurate financial and operational records, and file and pay required taxes at the federal, Missouri, and local levels.

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Advantages of Forming a Limited Liability Partnership in Missouri

While the specific advantages of forming an LLP in Missouri can vary depending on the state’s unique laws and regulations, several public benefits associated with LLPs often apply across jurisdictions. Here are some advantages to consider when forming an LLP in Missouri:

  • Limited Liability Protection: One of the main benefits of an LLP is its limited liability protection to its partners. This means that each partner’s assets are generally protected from the debts and liabilities of the business, and they are only liable for their investment in the partnership.
  • Pass-through Taxation: An LLP typically enjoys pass-through taxation, which means that the profits and losses of the business are passed through to the partners, who report them on their personal income tax returns. This avoids the double taxation often associated with corporations.
  • Flexible Management Structure: Unlike corporations requiring a board of directors, LLPs allow for a more flexible management structure. Partners in an LLP can directly manage the business and make decisions without needing a formal board.
  • Profit-sharing Flexibility: The partnership agreement can outline the distribution of profits and losses among partners, allowing for a customized profit-sharing arrangement based on the partners’ preferences and contributions.
  • Easier Formation and Compliance: Forming an LLP is generally less complicated and expensive than forming a corporation. Ongoing compliance requirements may also be less burdensome than other business entities, depending on the specific laws and regulations in Missouri.
  • Professional Credibility: Forming an LLP can enhance your business’s professional credibility, as it demonstrates a commitment to a formal business structure and can offer reassurance to clients, customers, and potential investors.

Bear in mind that the advantages of forming an LLP in Missouri may vary based on the specific laws and regulations governing LLPs. Researching the applicable laws and consulting with legal or financial advisors is essential to fully understand the benefits and requirements of forming an LLP in Missouri.

Cost of Forming an LLP in Missouri

The cost of forming an LLP in Missouri may vary depending on the required filing fees and any additional services you may need. The filing fee for a Certificate of Limited Liability Partnership typically ranges from $50 to $200, depending on the state.

Can I Form an LLP in Other States?

You can form an LLP (Limited Liability Partnership) in other states. To form an LLP in a different state, you must follow that state’s specific registration requirements and filing procedures. This usually involves filing an application or certificate of registration, paying a registration fee, and obtaining any necessary permits or licenses.

Additionally, you may need to register your LLP as Missouri Foreign LLC if you plan to conduct business in multiple states. It is advisable to consult with an attorney or a business consultant familiar with the laws and regulations of the state where you plan to form your LLP.

Can an LLP Need to Have One Owner?

An LLP (Limited Liability Partnership) cannot have just one owner. By definition, an LLP is a partnership, which means it requires at least two partners to be formed. If you want a business structure with limited liability protection and only one owner, you may consider forming a Single-Member LLC in Missouri instead. An LLC can have one or more owners, known as members, and offers limited liability protection and pass-through taxation. The requirements for forming an LLC will vary by state, so consult your state’s laws and regulations.

FAQs

What is a limited liability partnership?
A limited liability partnership is a business structure that combines the flexibility and tax status of a partnership with the limited liability protection of a corporation.
How do I form a limited liability partnership in Missouri?
To form an LLP in Missouri, you must file a Certificate of Limited Liability Partnership with the Secretary of State.
Is there a fee to file the Certificate of Limited Liability Partnership in Missouri?
Yes, there is a $50 fee to file the Certificate of Limited Liability Partnership in Missouri.
Do I need to have a lawyer to form a limited liability partnership in Missouri?
No, you do not need to have a lawyer to form an LLP in Missouri.
What are the advantages of forming a limited liability partnership in Missouri?
Some advantages of forming an LLP in Missouri include limited liability protection, flexibility in management structure, and pass-through taxation.
How is a limited liability partnership taxed in Missouri?
An LLP is not taxed as an entity in Missouri. Instead, the income and losses are allocated to the individual partners, who then report them on their personal tax returns.
Can a limited liability partnership have more than one type of partner?
Yes, an LLP can have both general partners and limited partners.
Do I need to have a registered agent for my Missouri LLP?
Yes, every Missouri LLP is required to have a registered agent.
Can a limited liability partnership in Missouri be owned by a corporation or LLC?
Yes, a corporation or LLC can be a partner in a Missouri LLP.
Are there any annual reports or other filing requirements for a Missouri LLP?
Yes, Missouri LLPs are required to file an Annual Report with the Secretary of State.
How do I dissolve a Missouri LLP?
To dissolve a Missouri LLP, you must file a Statement of Termination with the Secretary of State.
What are the personal liability risks of running a Missouri LLP?
Partners in a Missouri LLP are only liable for the debts and obligations of the partnership to the extent of their own capital contributions.
Can a limited liability partnership convert to a different business structure in Missouri?
Yes, an LLP can convert to a different business structure in Missouri.
Can a limited liability partnership in Missouri own real estate?
Yes, an LLP can own real estate in Missouri.
Are Missouri-Licensed professionals allowed to form a limited liability partnership?
Yes, licensed professionals in Missouri can form an LLP.
Are there any residency requirements for the partners in a Missouri LLP?
No, there are no residency requirements for partners of a Missouri LLP.
Can a Missouri LLP be managed by a board of directors?
No, Missouri LLPs are usually managed by the partners.
How long does it take to form a Missouri LLC?
It typically takes about 2-3 business days to form a Missouri LLP.
Can a Missouri LLP have a corporate name?
Yes, an LLP in Missouri can have a corporate name.
Can a Missouri LLP have the same name as another business?
No, the name of a Missouri LLP must be distinguishable from other businesses in Missouri.
Can a Missouri LLP be formed online?
Yes, the Certificate of Limited Liability Partnership can be filed online on the Missouri Secretary of State’s website.
Is a Missouri LLP required to have an operating agreement?
No, an LLP is not required to have an operating agreement in Missouri, but it is highly recommended.
Will forming a Missouri LLP protect me from all forms of liability?
No, forming an LLP in Missouri will not protect you from all forms of liability, such as personal wrongdoing or negligence.
How many partners can a Missouri LLP have?
There is no limit to the number of partners that a Missouri LLP can have.
Can a Missouri LLP operate in other states?
Yes, a Missouri LLP can operate in other states as long as it is registered in those states.
Can a Missouri LLP partner withdraw from the partnership?
Yes, a partner in a Missouri LLP can withdraw from the partnership, but the partnership agreement should outline the procedures for doing so.
Can creditors seek compensation from the personal assets of the partners in a Missouri LLP?
No, creditors of an LLP in Missouri cannot seek compensation from the personal assets of the partners.
Is it mandatory to consult an accountant while forming a Missouri LLP?
It is not mandatory to consult an accountant while forming a Missouri LLP, but it is highly recommended.
What is a limited liability partnership in Missouri?
A limited liability partnership in Missouri is a business formation that offers liability protection to its partners while still maintaining the flexibility and tax benefits of a partnership.
Who can form a limited liability partnership in Missouri?
In Missouri, two or more people can form a limited liability partnership.
How do I file for a limited liability partnership in Missouri?
To form a limited liability partnership in Missouri, you will need to file a registration with the Missouri Secretary of State.
What is the filing fee for a limited liability partnership in Missouri?
The filing fee to register a limited liability partnership in Missouri is $105.
Can a limited liability partnership in Missouri have only one owner?
No, a limited liability partnership in Missouri requires at least two partners.
What are the tax implications of starting a limited liability partnership in Missouri?
A limited liability partnership in Missouri is not taxed as a separate entity, and profits and losses are passed through to the partners.
What are the benefits of forming a limited liability partnership in Missouri?
The benefits of forming a limited liability partnership in Missouri include limited liability protection, tax flexibility, and the ability to distribute profits among partners.
Do I need a lawyer to form a limited liability partnership in Missouri?
You are not required by law to hire a lawyer, but it may be in your best interest to consult a legal professional.
What is a registered agent in Missouri?
A registered agent in Missouri is a person or entity who is designated to receive service of process documents on behalf of a business.
Can I serve as a registered agent for my own limited liability partnership in Missouri?
Yes, you can serve as a registered agent for your own limited liability partnership in Missouri.
What address should I use for my limited liability partnership’s registration in Missouri?
You can use your business or personal address for your limited liability partnership’s registration in Missouri, but you must also have a registered agent located in Missouri.
How long does it take to process my registration for a limited liability partnership in Missouri?
Processing times vary, but it typically takes 3-7 business days to process a limited liability partnership registration in Missouri.
Do I need to file an annual report for my limited liability partnership in Missouri?
Yes, limited liability partnerships in Missouri are required to file an annual report with the Secretary of State.
What is the annual report filing fee for a limited liability partnership in Missouri?
The annual report filing fee for a limited liability partnership is $35 in Missouri.
How are management decisions made in a limited liability partnership in Missouri?
Management decisions are typically made by a vote of the partners in a limited liability partnership in Missouri.
Can my limited liability partnership in Missouri have liability for tax debts?
Yes, a limited liability partnership in Missouri can be held liable for tax debts owed by the partnership.
What fiduciary duties do partners in a limited liability partnership in Missouri owe to each other?
Partners in a limited liability partnership in Missouri owe each other duties of loyalty and care.
Is there an age requirement to become a partner in a limited liability partnership in Missouri?
There is no age requirement to become a partner in a limited liability partnership in Missouri.
Can I dissolve my limited liability partnership in Missouri?
Yes, you can dissolve your limited liability partnership in Missouri. You will need to file a certificate of cancellation with the Secretary of State.
Does a limited liability partnership in Missouri need a partnership agreement?
While it is not required by law, it is highly recommended that partners in a limited liability partnership in Missouri have a detailed partnership agreement in place.
Can I change the terms of my limited liability partnership in Missouri after it’s been registered?
Yes, you can amend the terms of your limited liability partnership in Missouri by filing an Amendment Form with the Secretary of State.
What is a Foreign Limited Liability Partnership in Missouri?
A Foreign Limited Liability Partnership in Missouri is a limited liability partnership that was formed outside of Missouri but is transacting business within the state.
Do I need to register my Foreign Limited Liability Partnership in Missouri?
Yes, a Foreign Limited Liability Partnership in Missouri is required to register with the Secretary of State before doing business in Missouri.
How do I register my Foreign Limited Liability Partnership in Missouri?
To register your Foreign Limited Liability Partnership in Missouri, you will need to file a Foreign Limited Liability Partnership Certificate with the Missouri Secretary of State.
Does a Foreign Limited Liability Partnership in Missouri need a registered agent?
Yes, a Foreign Limited Liability Partnership in Missouri is required to have a registered agent located in the state.
What are the penalties for not registering a Foreign Limited Liability Partnership in Missouri?
The penalty for not registering a Foreign Limited Liability Partnership in Missouri is a fine of up to $1,000.
Can I use a PO Box as my limited liability partnership’s mailing address in Missouri?
No, a physical street address and registered agent contact information must be provided for your limited liability partnership’s registration in Missouri.
What happens if my limited liability partnership is sued in Missouri?
If your limited liability partnership is sued in Missouri, the liability will be limited to the partnership assets rather than that of the individual partners.

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Conclusion

Starting an LLP in Missouri may seem daunting, but you can successfully establish and run your business with thorough research, planning, and compliance with legal requirements. Feel free to seek professional assistance from legal or financial advisors when needed to ensure your Limited Liability Partnership’s smooth operation and growth in Missouri.

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