Articles of Organization in Missouri | How to File in 2024

File Articles of Organization in Missouri

Forming a Limited Liability Company (LLC) in Missouri is popular for entrepreneurs looking to start or grow their businesses. LLCs offer numerous benefits, including limited liability protection for their owners and flexible management structures. One of the critical steps in forming an LLC is filing the Articles of Organization with the Missouri Secretary of State. This article will provide a comprehensive guide on How to File Articles of Organization in Missouri.

Webinarcare Editorial Team will help you understand the necessary steps to file for Articles of Organization. It would be best if all the factors in this article guided you.

What is Articles of Organization?

Articles of Organization is a legal document filed with the Missouri Secretary of State to establish a Limited Liability Company (LLC) officially. The Articles of Organization contains essential information about the LLC, including its name, Registered Agent, and management structure. Once filed and approved by Missouri, the LLC becomes a legally recognized business entity, separate from its owners, and benefits from limited liability protection and pass-through taxation.

The Articles of Organization typically contains the following information:

  • Company name
  • The effective date of the company
  • The headquarters of the company
  • The company’s goal
  • The period of the company’s operations
  • Copy of the name registration certificate for the company
  • Registered Agent’s and organizers’ names and addresses
  • At least one company employee

Recommended: Filing Articles of Organization is easy and hassle-free if you hire a professional service. We recommend using –

LegalZoom ($0 + State Fee)

How to File Articles of Organization in Missouri?

Aside from hiring a Registered Agent, you should also be aware that a Registered Agent should file Articles of Organization in your Missouri LLC. Here are the steps and guidelines for filing.

Step 1: Choose a Name for Your LLC

The first step in registering an LLC Articles of Organization is selecting a unique and appropriate name for your company. Your LLC’s name must comply with your state’s naming requirements, which typically include the following:

  • The name must be distinguishable from other registered business names in the state.
  • The name must include an LLC designator, such as “Limited Liability Company,” “LLC,” or “L.L.C.
  • The name must not include prohibited words or phrases defined by your state’s regulations.

To ensure your chosen name is available through your state’s business name database, Missouri Secretary of State Business Services, usually available on the Missouri Secretary of State’s website.

Step 2: Appoint a Registered Agent

Registered Agent is a person or entity responsible for receiving official correspondence and legal documents on behalf of your Missouri LLC. Most states require LLCs to designate a Registered Agent when filing the Articles of Organization. The Registered Agent must have a physical address in the state and be available during regular business hours.

Choosing a reliable and responsible Registered Agent is essential, as failure to receive and respond to legal documents can seriously affect your business.

You can serve as your own Registered Agent, appoint a friend or family member, or hire a professional Missouri Registered Agent Services.

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Step 3: Prepare Your Articles of Organization

The Articles of Organization is the legal document that officially establishes your Missouri LLC. While the specific requirements in Missouri, the document includes the following information:

  • The LLC’s name
  • The name and address of the Registered Agent
  • The principal office address
  • The purpose of the LLC
  • The management structure (member-managed or manager-managed)
  • The names and addresses of the initial members or managers
  • The duration of the LLC, if not perpetual

In Missouri, additional information may be required, such as an organizer’s signature or specific provisions related to the LLC’s operation.

Consult the Missouri guidelines to ensure you include all necessary information.

Step 4: File the Articles of Organization

Once your LLC Articles of Organization is prepared, please submit it to the Missouri Secretary of State. The submission process may vary depending on the method of choice; Missouri allow online submissions and mailing or hand-delivering the documents.

Online Process

To use the online service or download the Articles of Organization form for your LLC, go to the website of the Missouri Secretary of State. You were required to have an LLC name reserved while completing the form. Visit the Missouri Business Name Search to see if the business name you want to use is available there. You must include a copy of your name reservation and your completed Articles of Organization form when submitting.

Mail Process

It is also possible to mail the form if you wish. Please adhere to the guidelines listed below.

  • The Articles of Organization must be downloaded in the Missouri Secretary of State
  • Complete the necessary details in the form.
  • Two copies of the Articles of Organization must be completed.
  • Include the two papers with the Missouri LLC name reservation certificate in a self-addressed, stamped envelope.
  • Submit all paperwork to Corporations Unit, James C. Kirkpatrick State Information Center, P.O. Box 778, Jefferson City, MO 65102.

Costs of Filing Articles of Organization

Along with the filing of Articles of Organization, you must pay a filing fee. In Missouri, the Articles of Organization fee costs around $105 which you can pay in the Missouri Secretary of State. Confirm the correct fee amount and payment method for your state.

However, If you want to know more about the cost of forming an LLC, you can check out Missouri LLC Cost.

Step 5: Obtain an Employer Identification Number (EIN)

After your Articles of Organization has been filed and approved, you should obtain an Employer Identification Number (EIN) from the Internal Revenue Service (IRS). The EIN is a unique identification number used for federal tax purposes. It is required for most LLCs, especially those with employees or elect to be taxed as an S-Corporation. You can apply for an EIN for free online through 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 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.

Recommended: Professional services have the EIN included in their LLC formation package. We recommend using –

LegalZoom($0 + State Fee for LLC formation)

Step 6: Create an Operating Agreement

Although most states do not require an LLC Operating Agreement when registering an LLC, having one is highly recommended. The Operating Agreement in Missouri is a legally binding document that outlines the LLC’s ownership structure, management, and operating procedures. It helps prevent member disputes and provides a clear framework for the LLC’s operations.

Step 7: Register for State and Local Taxes and Licenses

In Missouri, you may need to register for additional state and local taxes or obtain specific licenses and permits. Common registrations include sales tax, payroll tax, and unemployment insurance tax. As an LLC, your business income will be subject to pass-through taxation, meaning profits and losses will be reported on your tax return. However, you may still be responsible for other state taxes, such as sales tax, payroll tax, or franchise tax which you can pay in Missouri Department of Revenue.

In terms of franchise tax for your LLC in Missouri, there is No franchise tax. Consult your Missouri Department of Revenue and local government offices to determine which registrations and licenses apply to your LLC.

Step 8: Maintain Ongoing Compliance

Once your LLC is registered and operational, it’s essential to maintain ongoing compliance with state regulations. This typically includes filing Annual Reports in Missouri, paying required fees every 1 year (within 3 months of anniversary), and keeping accurate records of your LLC’s activities. Stay informed about Missouri specific requirements to ensure your LLC remains in good standing.

Is the Articles of Organization necessary to be filed in Missouri?

Yes, the Articles of Organization is necessary to be filed with Missouri Secretary of State to legally establish and register a new business entity, such as a corporation or limited liability company (LLC). This document typically includes the company’s name, purpose, Registered Agent, and stock structure. Filing the Articles of Organization is essential in forming a business and ensuring it operates legally and is recognized by Missouri.

What is the best way to file Articles of Organization? Is it online or by mail?

The best way to file Articles of Organization depends on your specific situation and the state in which you are incorporating your business. Both online and mail-in options have advantages, and either method can be effective.

Online Filing:

  • Faster processing time, as it is usually processed within a few days or even hours.
  • Immediate confirmation of submission and payment.
  • Lower risk of errors, as the online form may provide guidance and prevent incomplete submissions.

Mail-in Filing:

  • Some people prefer the traditional method and feel more comfortable with paper documentation.
  • You can include a cover letter or additional documentation if you have specific questions or complex situations.

To determine the best method for your needs, check the Missouri Secretary of State or similar department’s website for information on their preferred filing options and processing times. Online filing is more convenient and efficient, but both methods can be used effectively to submit your Articles of Organization.

FAQs

What is an LLC?
An LLC, or Limited Liability Company, is a type of business structure that allows owners to separate their personal assets from their business assets.
Is it possible to file Articles of Organization for an LLC in Missouri?
Yes, it is possible to file Articles of Organization for an LLC in Missouri.
How much does it cost to file Articles of Organization in Missouri?
The filing fee for LLC Articles of Organization in Missouri is $105.
Can I file LLC Articles of Organization online in Missouri?
Yes, you can file LLC Articles of Organization online in Missouri through the Secretary of State website.
Do I need to provide a registered agent when filing LLC Articles of Organization in Missouri?
Yes, Missouri law requires that all LLCs have a registered agent with a physical address in the state.
How do I choose a registered agent for my Missouri LLC?
You can hire a registered agent service, or choose someone such as a member of your LLC or a professional service.
Can I be my own registered agent in Missouri?
Yes, as long as you have a physical address in Missouri and are available during normal business hours.
How long does it take to file LLC Articles of Organization in Missouri?
It takes an average of 3-5 business days for processing if you file online, and up to 29 days if you file by mail.
Can I file LLC Articles of Organization in Missouri if I am not a resident of the state?
Yes, anyone can file LLC Articles of Organization in Missouri as long as they have a registered agent in the state.
What information is required to file LLC Articles of Organization in Missouri?
You will need to provide the LLC name, registered agent name and address, number of members in the LLC, and name and address of the organizer(s).
Must my Missouri LLC have an operating agreement?
Though Missouri law does not require an operating agreement for your LLC, it is highly recommended for legal and operational reasons.
Is an EIN required when filing LLC Articles of Organization in Missouri?
An EIN, or Employer Identification Number, is not required when filing in Missouri, but you may want to obtain one for banking and tax purposes.
How do I obtain an EIN for my Missouri LLC?
You can obtain an EIN for your Missouri LLC online through the IRS website.
Can I change my LLC name after filing Articles of Organization in Missouri?
Yes, you can file an Amendment to Articles of Organization to change the name.
What taxes might I be responsible for as a Missouri LLC owner?
You may be required to file state and federal income tax filings, sales and use tax, and unemployment insurance contributions.
Do I need a business license for my LLC in Missouri?
Business licenses may be required on a local level, depending on the type of business and location.
Can non-profit organizations file LLC Articles of Organization in Missouri?
No, LLCs are not allowed for non-profit organizations in Missouri.
Can I dissolve my Missouri LLC?
Yes, you can dissolve your Missouri LLC by filing Articles of Dissolution with the Secretary of State.
Is there a penalty for late filing of the Missouri LLC annual report?
Yes, there is a $15 penalty for filing after the due date.
Due dates for the Annual Report for an LLC in Missouri?
The LLC annual report is due every year on the last day of the month of formation, compared to other states where it’s due on the anniversary of the LCC being formed.
What is a Certificate of Good Standing?
A Certificate of Good Standing is a legal document that shows that your LLC is authorized to conduct business in Missouri.
Should a DBA name be included when filing LLC Articles of Organization in Missouri?
You don’t have to indicate DBA or assumed name when filing LLC Articles of Organization, but you can add a DBA under “Supplemental Items”.
How can I access the forms for filing LLC Articles of Organization in Missouri?
You can download LLC Articles of Organization forms in Missouri from the Secretary of State website.
If a member of my LLC moves to another state, do they need to be replaced?
Members can move out of state and continue to be members of the LLC. No need to be replaced if it doesn’t violate the LLC’s Operating Agreement.
Can multiple LLCs have the same name in Missouri?
Multiple LLCs cannot have the exact same name, so through registering their formation this would not be allowed.
Can a non-citizen start an LLC in Missouri?
Yes, non-citizens can start an LLC in Missouri, though may be required to have an address registered as their registered agent.
Is an attorney required to file LLC Articles of Organization in Missouri?
No, hiring an attorney is optional, but advisable in some cases if legal assistance and advice is needed to make informed LLC formation decisions as dictated by Missouri law.
Can I revise my LLC’s Operating Agreement after filing it to the state of Missouri?
Yes, as it’s an internal document no changes require an Amendment filing with the Missouri Secretary of State.
Do I need to hire an attorney to file Articles of Organization for my LLC in Missouri?
No, you do not need an attorney to file Articles of Organization for your LLC in Missouri. However, it may be a good idea to consult with an attorney in order to ensure that you meet all legal requirements.
What information do I need to include in the Articles of Organization for my Missouri LLC?
The Articles of Organization for your LLC in Missouri must include your business’s name and address, information about its members and managers, and its purpose and duration.
How much does it cost to file Articles of Organization for an LLC in Missouri?
The filing fee for Articles of Organization for an LLC in Missouri is $50.
How long does it take to file Articles of Organization for an LLC in Missouri?
The processing time for Articles of Organization in Missouri can vary, but it typically takes between 6-8 weeks.
Can I file Articles of Organization online for a Missouri LLC?
Yes, Articles of Organization can be filed online through the Missouri Secretary of State’s website.
Can I file Articles of Organization by mail for a Missouri LLC?
Yes, Articles of Organization can be filed by mail, along with the required filing fee, to the Missouri Secretary of State.
What is the minimum number of members required for an LLC in Missouri?
There is no minimum number of members required for an LLC in Missouri.
Can an LLC have just one member in Missouri?
Yes, an LLC can have just one member in Missouri.
Do I need to obtain a Missouri business license before I file Articles of Organization for my LLC?
No, you do not need to obtain a Missouri business license before filing Articles of Organization for your LLC.
What is a Registered Agent and do I need one for my Missouri LLC?
A Registered Agent is a person or company that is designated to receive legal notices and other important documents on behalf of your LLC. Yes, you need a Registered Agent for your Missouri LLC.
Can I serve as the Registered Agent for my Missouri LLC?
Yes, you can be the Registered Agent for your Missouri LLC so long as you are a Missouri resident and have a physical address in the state.
If my Registered Agent moves or changes, do I need to notify the state of Missouri?
Yes, if your Registered Agent moves or changes, you need to notify the Missouri Secretary of State.
What is an Operating Agreement and do I need one for my Missouri LLC?
An Operating Agreement is a legal document that outlines the ownership and operating procedures of your LLC. Yes, it is recommended that you have an Operating Agreement for your Missouri LLC.
Does the Operating Agreement need to be filed with the state of Missouri?
No, the Operating Agreement does not need to be filed with the state of Missouri. It is an internal document that should be kept on file with your LLC records.
What type of tax structure does an LLC in Missouri have?
The LLC tax structure in Missouri is known as pass-through taxation, which means that all profits and losses are passed through to the individual members’ personal tax returns.
How do I obtain an EIN (Employer Identification Number) for my Missouri LLC?
You can apply for an EIN for your Missouri LLC online through the IRS website.
Can I change the name of my Missouri LLC after it has been formed?
Yes, you can change the name of your Missouri LLC after it has been formed by filing an Amendment to Articles of Organization with the Missouri Secretary of State.
What is an Amendment to Articles of Organization?
An Amendment to Articles of Organization is a legal document used to make changes to your LLC’s Articles of Organization.
What happens if I don’t file Articles of Organization for my Missouri LLC?
If you do not file Articles of Organization for your Missouri LLC, your business will not be recognized as a legal entity in the state.
Is Missouri a good state to form an LLC in?
Missouri can be a good state to form an LLC in due to its relatively low filing fees and business-friendly tax structure.
Can a non-US citizen form an LLC in Missouri?
Yes, a non-US citizen can form an LLC in Missouri, as long as they are authorized to do business in the United States.
Are there any annual filing requirements for an LLC in Missouri?
Yes, LLCs in Missouri are required to file an Annual Report and pay a filing fee to the Missouri Secretary of State.
Can I dissolve my Missouri LLC if I no longer want to operate it?
Yes, you can dissolve your Missouri LLC by filing Articles of Dissolution with the Missouri Secretary of State.
What is the fee to dissolve a Missouri LLC?
The fee to file Articles of Dissolution for a Missouri LLC is $5.
Can I change the purpose of my Missouri LLC after it has been formed?
Yes, you can change the purpose of your Missouri LLC by filing Amended Articles of Organization with the Missouri Secretary of State.
Can an LLC in Missouri be taxed as an S corporation?
Yes, an LLC in Missouri can make an election to be taxed as an S corporation.

Also Read

Can You Change or Modify Your Missouri LLC Articles of Organization?

But what happens if you need to change or modify your Missouri LLC Articles of Organization? Is it possible, and if so, what steps do you need to take? The answer is yes, you can make changes to your Articles of Organization, but there are specific procedures that must be followed to ensure compliance with Missouri law.

To begin with, it’s essential to understand what aspects of your Articles of Organization can be modified. Typically, changes can be made to non-essential information such as the company’s name, purpose, duration, or management structure. If you need to make changes to more substantial details such as the registered agent or office address, special procedures may need to be followed.

The first step in modifying your Missouri LLC Articles of Organization is to review the existing document and determine what changes need to be made. Once you’ve identified the necessary modifications, you will need to draft an amendment to the Articles of Organization. This amendment must include the specific changes being made and be signed by an authorized individual within the company, such as a member or manager.

After drafting the amendment, you must file it with the Missouri Secretary of State. The filing fee for an amendment to the Articles of Organization is typically nominal, but it’s important to check the current fee schedule to ensure you are providing the correct amount. Once the amendment is filed and approved by the Secretary of State, your company’s updated Articles of Organization will go into effect.

It’s crucial to note that any changes to your Articles of Organization should be communicated to all relevant parties, including company members and business partners. Additionally, it may be necessary to update other official documents, such as contracts or bank accounts, to reflect the modifications made to your Articles of Organization.

When it comes to modifying your Missouri LLC Articles of Organization, it’s important to follow the proper procedures to ensure compliance with state law. Making changes to your Articles of Organization can help your company evolve and grow to meet the demands of the business world. By understanding the process and taking the necessary steps, you can effectively modify your company’s foundational document and ensure that your LLC remains in good standing with the state of Missouri.

Conclusion

Registering an LLC Articles of Organization is critical in establishing your business as a legally recognized entity. By following this comprehensive guide and researching your state’s specific requirements, you can successfully navigate the registration process and set your LLC up for success. Remember that forming an LLC is just the beginning; ongoing compliance and diligent management are necessary to ensure your business thrives in the long run.

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