How to File Articles of Organization for LLC in Missouri: Guide

Articles of Organization for an LLC is a company registration document, or rather a set of documents that is filled out by the business owner and filed with the Secretary of State. In some states, the name of the set of documents may vary. Thus, the set of documents can be called a "Certificate of Formation" or a "Certificate of Organization." Hereafter, we're going to refer to it simply as "the Certificate."

So you have decided to start an LLC in Missouri. For this, just like in any other state, you need to legally register your business to be 100% sure that it will be compliant with the state for the required period of time.

The registration process, in its turn, requires some obligatory expenses. Most of them can be paid to a special business formation service and the other costs will be paid to the Missouri State Secretary, which also includes paying to a few other federal authorities.

In this article, we are going to find out how you can file your Certificate for your Missouri LLC, what should be included in it, who can help you do everything right, and how you can make amendments to the document.

How to File Certificate of Formation in Missouri: Detailed Guide

The Certificate outlines basic information about your LLC. After submitting the set of the necessary registration documents to the Secretary of State and paying the necessary fees, your LLC can be considered officially open, and your venture is now legally established. In this way, the Certificate acts as a birth certificate for your company.

Each state has different requirements as to what information must be included in the document. Most often though, the following points are the most important:

• LLC name in capital letters *(including all the prohibitions in terms of forbidden words and all the necessary abbreviations). Your chosen company name must be 100% unique, distinguishable, and available for reservation and as a web domain, i.e. not taken by any other business in the state. Check your chosen name availability here. You can also find more information about name reservation and requirements here;
• LLC description. Briefly describe your LLC in this section, your main products or services, your priorities, focus, and business profile. This can be any legal activity. Note that your chosen LLC name must not in any way hint that your LLC is a government agency;
• LLC purpose. This point must include the main purpose of your LLC and its goals. Keep in mind that if your business purpose is in any way connected with taxation or licensing, you will need to obtain a special, professional license from the IRS;
• Your LLC's primary place of business and mailing address. Your mailing address can be out of the state or even in another country. The primary address, including street and number, if any, of the registered office and the name of the resident agent at such office;
• Registered agent name and office address. This can be an individual or entity appointed by the business owner to receive service of process and other mail on behalf of the company. The registered agent in Missouri must have a physical address and sign an agreement to consent to the position;
• Authority type. Meaning you must provide information about who will run your LLC and state who will manage your LLC affairs. Namely, you will need to indicate if your LLC is manager-managed or member-managed, who will be able to act on behalf of the company, bind it, etc. In member-managed LLCs, all members have the right to be involved in company management. In a manager-managed LLC, only one or two managers, appointed by members of the LLC or indicated in the operating agreement**, are empowered to create regulations, manage, and bind the company. Note that in Missouri, a manager doesn't necessarily have to be a member of the LLC;
• LLC dissolution date and reason (optional). If you plan to terminate the company on a certain date or your LLC is about to exist for a certain number of years, you should indicate such information in the Certificate. Moreover, you must also specify any scheduled events that would lead to the dissolution of the LLC. Otherwise, if you don't plan any dissolution-associated events or there is no special dissolution date, you must indicate that your LLC is "permanent" or "perpetual";
• Names and physical addresses of each organizer of the LLC, This is where you need to indicate all the names and addresses of the LLC’s organizers. They don’t necessarily have to be LLC members, managers, or owners of the LLC;
• Effective date. If you want the effective date of the Certificate to be an upcoming date, instead of the filing date, you will need to indicate this date in this section.

You can check all the required information that has to be included in the Certificate on the State Secretary website.

*Forbidden words in Missouri are as follows: "cooperative," "bank," "insurance company," and "redevelopment." A Missouri business that is an LLC must include "Limited Liability Company," or its abbreviations ("L.L.C." or "LLC.") as part of its name (at the end of the name).

**Unlike the Articles, which is the only creation document to file with the Secretary of State, an operating agreement is a document written by LLC members, the main goal of which is to help outline major operations of the business and set responsibilities.

An operating agreement should not be filed with the Secretary of state, however, it's required by law. Such an agreement will help LLC members follow all the necessary restrictions, obligations, etc., and avoid complicated situations. In such a document, you can indicate all the rules and regulations to be followed within the company.

You can find more information about the agreement here.
Additionally, if you want to read more about Missouri LLCs and filing requirements, make sure you visit this page.

Get Your Certificate of Organization Forms

In Missouri, you can file both online and by mail. Filing online is preferable due to the fact that there's no need to worry about postage and shipping costs. Consequently, you will save time and money.

Make sure you have checked all the necessary members or managers have signed the Certificate, you have paid the required state filing fee (don’t forget to attach the receipt), and there are no spelling mistakes in the document.

Check Your Certificate Forms

This is very important. Make sure you have checked and provided every detail and piece of information required, there are no spelling mistakes, and everything is correct. You don't want to waste your time and money due to being rejected by the Secretary of State. Nobody likes doing such things in circles because, for some reason, the more you try, the more mistakes might eventually appear in the documents.

Once again, before you send your Articles of Organization, check the following points to be confident in getting reviewed by the Secretary:

• LLC Name;
• LLC Purpose;
• Name and Address of Your RA;
• LLC Authority Type;
• LLC Duration Period and Scheduled Events;
• Names and Addresses of LLC Organizers;
• Effective Date of the Certificate.

If everything looks great, you are ready to go!

File Your Articles of Organization

The state filing fee is $50 for online applications and $105 for those by mail. Online filings are faster and more than half the price. Once you create an account and sign in, choose “Create LLC” under the “LLC Filings” section. You can pay the fee via your credit card (Master Card, Visa, Discover, or American Express). If you still want to mail the form to the Secretary of State, here's a PDF file you need to download and send to the Missouri Corporations Division.

If you plan to expand your current LLC from any other state to Missouri, you will need to download this form to file by mail or you can file online.

Missouri State Filing Time

2-4 weeks (by mail) and 24 hours (online filing)

Expedited Filing Time

Not available

By the way, unlike most other US states, Missouri does not require limited liability companies to file annual reports.

How to Register Articles of Organization in Missouri Online?

As you already know, online registration is the best option among the two available. Whereas, registering by mail will be costlier and longer. Once you have prepared your Certificate, you can send it to the Corporations Division (the SOS site). However, make sure you have indicated all the required information. You can check the list of every point that must be included in the section above in this article.

How to Get a Certificate of Good Standing in Missouri?

As you run and grow your business in Missouri, you will, at some point, also need a Certificate of Good Standing or, as they call it, a Certificate of Compliance. Say, you want to obtain business insurance, open a separate bank account, apply for a loan, or do business in other states. In any of these cases, you need to confirm that your LLC is in good standing with the state. This means that your business has to be legally established, compliant with all the necessary local, federal, and state laws and regulations, and maintained at the required level.
You can get your Certificate of Good Standing on the official Missouri Secretary of State's website or contact the Corporations Division directly. If you choose the first option, you will get a special verification number on your certificate. This means that anyone can confirm the authenticity of the document. A Certificate of Good Standing will cost you $10.

How to Amend the Certificate

Over time, some facts about your Missouri LLC may change in your business formation documents. If you need to edit or add a certain part of your existing Certificate, you will need to file an amendment with the Secretary of State. This may be the case when you want to fire or hire a new LLC member or manager, i.e. expand your business team, change your current business activities or alter them in any way. The filing fee is $25.
You can download the necessary blank form in PDF from the official Missouri Corporations Division's website and do the filing yourself or hire a business formation company to file the amendments for you.

Registered Agents for Missouri LLCs

All local and foreign LLCs established in Missouri must have a registered agent to legally run a business. This can be an individual (yourself, your family member, friend, or colleague who is over 18 years of age) or, otherwise, this can also be an entity. Meaning a special registered agent service or a business formation company that is able to provide its own registered agent for your LLC.

By choosing the latter option, you will be able to save your time on paperwork and will not have to indicate your own business address in the documents. Instead, your hired RA company will provide their own RA's address in Missouri to indicate in the Certificate.

Note that your resident agent must be physically available in the registered office during normal business hours to accept legal and tax documents from the state on behalf of your company and forward them to you. The agent is also responsible for accepting service of process and reminding about deadlines and notifications from the state. In other words, this individual (or entity) serves as a link between you and state authorities.

As mentioned earlier, you can also be your own RA if you think you have enough time and skill for all the paperwork, and you don't mind your main office address being displayed in public documents.

If for any reason you fail to hire and maintain a registered agent during the required period of time, the Secretary of State has the right to cancel your LLC registration.
If you want to hire a new RA to replace your existing registered agent, you will have to notify the Secretary of State by filling out and filing the Statement of Change of Registered Agent and/or Registered Office form that can be downloaded here.

Want to know the requirements for articles of organization in other states? Select state:

Difference Between Articles of Organization and Articles of Incorporation

The two filings are quite similar, however, they are not the same. The main and single difference between the Certificate and Articles of Incorporation is that the latter is filed by companies looking to form a corporation. Whereas LLCs file the Articles of Organization with the Secretary of State.

Contact Information of Missouri Secretary of State 

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