Form an LLC in Missouri

What is unusual about forming an LLC in Missouri

Missouri asks its limited liability companies for nothing on a recurring basis: no annual report, no biennial report, no renewal filing with the Secretary of State. The registration report in RSMo § 351.120 belongs to corporations, and Chapter 347, the statute governing Missouri LLCs, contains no report section at all.

Two further Chapter 347 rules deserve attention. The operating agreement is commanded rather than recommended: § 347.081.1 begins, "The member or members of a limited liability company shall adopt an operating agreement." And a Missouri name reservation carries a lifetime ceiling: after 180 days the name leaves reserved status and, under § 347.025.2, "may not be placed back in such status."

Filing on paper also costs more than twice what filing online costs, $105 against $50. Beyond that, Missouri runs a full-strength series LLC regime, requires certain landlord LLCs to file a property control affidavit with a city clerk, and ties local occupation licenses to a state retail sales license.

Filing the Articles of Organization

A Missouri LLC exists once Articles of Organization are filed with the Secretary of State; under § 347.037.1 any person, "whether or not a member or manager," may sign and file them. The paper version is Form LLC-1, revision 01/2025; online filing runs through Missouri Business Filings at bsd.sos.mo.gov.

What the articles must state

§ 347.039.1 fixes six items: the name; the purpose; the registered office address with the registered agent's name; whether management is vested in managers or in members; the events by which the company dissolves or the number of years it is to exist, "which may be any number or perpetual"; and the name and physical business or residence address of each organizer.

Missouri does not collect member or manager names. Form LLC-1 item 4 asks only for a management checkbox, item 6 records that organizers "are not required to be member(s), manager(s) or owner(s)," and item 8, the principal office address, is optional. Formation can be postponed: § 347.037.2 allows an effective date "not to exceed ninety days from the filing date."

Fees and payment

The domestic fee is $50 online and $105 on paper, the paper figure printed in the Form LLC-1 header. The gap from the statute is the Technology Fund: § 347.179.1 sets one hundred dollars for the original articles and forty-five dollars for an online filing, and the Schedule of Fees adds $5.00 "for the Technology fund, where applicable."

Card payments add a convenience fee of 2% plus $0.25 and e-checks a flat $0.50; cash, check and ACH add nothing. Under the Startup for Soldiers program at § 347.179.2, Missouri waives the articles and name reservation fees for active-duty military and Missouri National Guard members residing in the state. For an LLC the service member must be an organizer listed as a member in the operating agreement, and the waiver is not available on electronic filings.

Paper filings go to the Corporations Division, PO Box 778, Jefferson City, MO 65102, and express deliveries to 600 W. Main St., Rm. 322, Jefferson City, MO 65101.

Processing

On its Corporations page the Secretary of State says of the online filing services at Missouri Business Filings that "many are processed immediately after submission."

Missouri publishes no expedited service: the Schedule of Fees carries no expedite, priority or same-day line for any entity type. The closest published option is a preclearance examination at $55, a review and report on the sufficiency of proposed documents before filing, not faster handling after it.

An LLC formed elsewhere registers instead on Form LLC 4 at $105; the $50 online line is marked domestic only. See foreign LLC registration in Missouri.

Naming a Missouri LLC

§ 347.020(1) requires the name to contain "limited company" or "limited liability company," or the abbreviation LC, LLC, L.C. or L.L.C.

§ 347.020(2) bars "corporation," "incorporated," "limited partnership," "limited liability partnership," "limited liability limited partnership" and "Ltd.", plus any abbreviation of those, and any name implying a purpose other than the one stated in the articles or implying a governmental agency.

The name must be distinguishable upon the records of the Secretary from every corporation, LLC, limited partnership, LLP and LLLP licensed, organized, reserved or registered in Missouri; § 347.020(3) allows only written consent from the holder of the other name or a certified copy of a final court decree. Availability is checked through the Business Search on the Missouri Business Filings site, and Starting a Business warns that telephone searches "do not guarantee the availability of the name."

Reserving a name, and the 180-day ceiling

Form BE 1, the Application for Reservation of Name, costs $25 for an LLC and holds the name sixty days under § 347.025.2. It can be renewed for two more sixty-day periods, and then it ends for good: the statute caps reservation at 180 days "from the date of the first name reservation application," after which "the name shall cease reserve status and may not be placed back in such status." A later name change takes an Amendment of Articles of Organization, Form LLC 12, at $25.

Registered agent and registered office

§ 347.030.1 requires every Missouri LLC to "have and continuously maintain in this state" a registered office and a registered agent. The agent must be an individual resident of Missouri, or a domestic or foreign corporation authorized to do business in Missouri, in either case with a business office identical with the registered office. Form LLC-1 restricts the address field: it "may not use PO Box unless street address also provided."

A change of agent or office is made on Form Corp. 59, the Statement of Change of Registered Agent or Registered Office, for $10, with the successor agent's written consent on or attached to the statement under § 347.030.2(5). For entities other than corporations, the Secretary of State states that "the failure to maintain a registered agent as required can result in the cancellation of any such entity's registration." More sits in the Missouri registered agent guide.

The operating agreement Missouri commands

§ 347.081.1 states the obligation in mandatory terms: "The member or members of a limited liability company shall adopt an operating agreement containing such provisions as such member or members may deem appropriate." Chapter 347 attaches no penalty to non-adoption, a separate question from what the statute directs.

The form is loose. § 347.015 defines the operating agreement as any valid agreement "written or oral, among all members, or written declaration by the sole member" concerning the conduct of the business and affairs of the company, so a single-member Missouri LLC meets the definition with a written declaration. Nothing is filed: the six required items in § 347.039.1 do not include it. § 347.081.2 sets the policy: maximum effect to freedom of contract and to the enforceability of operating agreements. Drafting coverage sits in the operating agreement guide.

No recurring Secretary of State report

Nothing recurring is due. The Chapter 347 fee block lists only certificates, amendments, merger, winding up, termination and withdrawal, so there is no LLC report fee, no report deadline and no late penalty. Nor is there administrative dissolution for failing to report: § 347.143 provides for involuntary dissolution of an LLC only by decree of the circuit court, on an action by the attorney general or on a member's application.

Keeping a Missouri record current is therefore event-driven: a change of agent or office on Form Corp. 59 for $10, a name change on Form LLC 12 for $25, and the continuing agent obligation under § 347.030.1. A Missouri corporation, by contrast, does file a corporate registration report: $20.00 online or $45.00 on paper, due in the month of incorporation or qualification, with a $15 late fee for each 30-day period. See forming a Missouri corporation.

Series LLCs

§ 347.186 gives Missouri a series regime with real separation. Each series that is to have limited liability is separately identified in the articles of organization, and Form LLC-1 item 7 directs that "each separate series must also file an Attachment Form LLC 1A." A series may, in its own name, contract, hold title to assets, sue and be sued, and one in good standing can obtain a stand-alone certificate of good standing. By January 31, 2027 each series must be individually profiled, maintained and searchable on the Secretary of State's business services website.

Property control affidavit for landlord LLCs

§ 347.048 adds a city-level filing for real estate. An LLC that owns and rents or leases real property, or owns unoccupied real property, in certain home rule cities, including a city of more than 400,000 inhabitants located in more than one county, files an affidavit with that city's clerk naming a natural person with management control of the property. A successor affidavit is due within 30 days of that person ceasing, and no fee may be charged. § 347.048.2 extends a conditional version to counties of more than one million inhabitants after two ordinance violations at the same location.

Missouri taxes and registration

§ 347.187.2 ties state treatment to federal: for chapters 143, 144 and 288, income tax, sales and use tax and employment security, an LLC and its members are classified consistently with the company's federal classification. No franchise tax reaches a Missouri LLC; § 147.010 imposes that tax on corporations organized under chapter 351 or any other law of this state, and its rate schedule runs out after tax year 2015.

Registration with the Department of Revenue uses Form 2643, which also registers with the Department of Labor. The Department lists four tax types: corporate income tax for LLCs taxed as corporations, retail sales tax, consumer's use tax and employer withholding tax. The corporate rate is 4 percent for tax years beginning on or after January 1, 2020, the individual rate tops out at 4.7%, and state sales and use tax is 4.225% before local add-ons. Returns run through MyTax Missouri at mytax.mo.gov. See Missouri LLC taxes.

Retail sales license and the Statement of No Tax Due

§ 144.083.1 directs the director of revenue to issue a retail sales license "at no cost to the licensee," displayed prominently at the place of business, within ten working days of a properly completed application, and § 144.083.3 bars retail sales without one. Under § 144.083.2 that license plus a Statement of No Tax Due is a prerequisite to the issuance or renewal of any city or county occupation license, or any state license for a business selling goods at retail, and the statement must be dated no more than ninety days before the application. Revoking the sales license renders the occupational or state license null and void.

Fictitious name registration

A Missouri LLC doing business under a name other than its true name registers it with the Secretary of State under § 417.200, on Form Corp. 56, for $7.00. The registration lasts five years and may be renewed only in the six-month window before expiration; once expired it cannot be renewed, and a new registration issues a new charter number. The Secretary of State notes that "there is no name protection under the Fictitious Name Act."

Closing a Missouri LLC

Winding up is two sequential filings. A Notice of Winding Up for a Limited Liability Company, Form LLC 13, must be of record before Articles of Termination, Form LLC 5, are accepted, and each costs $25. See dissolving a Missouri LLC.

Federal EIN

An EIN is issued by the IRS, not by any Missouri agency, and Missouri's tax registration on Form 2643 is a separate step. The EIN guide covers the application.

Frequently asked questions

Does a Missouri LLC have to file an annual report?

No. Missouri LLCs file no annual or periodic report with the Secretary of State. The registration report set by RSMo 351.120 applies to corporations, and Chapter 347, the LLC act, contains no report section. The Chapter 347 fee block lists no report fee and no late fee.

How much does it cost to file Missouri Articles of Organization?

The domestic filing fee is $50 online and $105 on paper. RSMo 347.179 sets $45 online and $100 on paper, and the Secretary of State's Schedule of Fees adds $5.00 for the Technology Fund.

Does Missouri require an LLC operating agreement?

RSMo 347.081.1 states that the member or members of a limited liability company shall adopt an operating agreement. Under RSMo 347.015 it can be written or oral among all members, or a written declaration by a sole member, and it is not filed with the Secretary of State.

How long can a Missouri LLC name reservation last?

Sixty days per reservation under RSMo 347.025.2, renewable for two more sixty-day periods. The lifetime cap is 180 days from the first application, and on the 181st day the name leaves reserved status and may never be placed back in it.

How does a Missouri LLC dissolve?

In two steps with the Secretary of State. A Notice of Winding Up (Form LLC 13) must be of record before Articles of Termination (Form LLC 5) are accepted. Each filing costs $25.

Can a Missouri LLC set up a series?

Yes. Under RSMo 347.186 each series that is to have limited liability is separately identified in the articles of organization using Attachment Form LLC 1A, and a series can contract, hold title, sue and be sued in its own name.