How to Incorporate in Missouri

Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in Missouri".

Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in Missouri".

C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).

The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.

Name Search:

Secretary of State database search

Name Reservation:

Optional

Suffix:

Shall contain the word "corporation", "company", "incorporated", or "limited", or shall end with an abbreviation of one of said words 351 Missouri Revised Statutes §351.110

Identify the corporation’s Missouri registered agent. This individual or company receives notice of lawsuit and other legal service for the corporation.

File the articles of incorporation to create your corporation.

An initial report is due 30 days of incorporating:

Submit to:

Missouri Secretary of State
http://www.sos.mo.gov/

Form:

Find your company record to print your registration report form.

Filing Method:

Mail or online.

Fee:

$20 online. $45 mail.

Notes:

• Anyone with authority may file.
• Original signatures are not required.
• You may elect to convert from an annual to biennial report during any odd-numbered year.

Your corporation must keep correct and complete books and records.

Each corporation shall keep correct and complete books and records of account, including the amount of its assets and liabilities, minutes of the proceedings of its shareholders and board of directors, and the names and business or residence addresses of its officers; and it shall keep at its registered office or principal place of business in this state, or at the office of its transfer agent in this state, if any, books and records in which shall be recorded the number of shares subscribed, the names of the owners of the shares, the numbers owned by them respectively, the amount of shares paid, and by whom, and the transfer of such shares with the date of transfer. Each shareholder may at all proper times have access to the books of the company, to examine the same, and under such regulations as may be prescribed by the bylaws.
Missouri Revised Statutes §351.215

Your filed articles of incorporation are the first document for your corporate records. Your corporation will generate many other official records such as bylaws, meeting minutes, and your EIN.

Office supplies intended for a corporation will help you stay organized and save time. Optionally, get a corporate record book, seal, and document templates.

Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation (Missouri Revised Statutes §351.290). You will review and ratify the bylaws at your first board of directors meeting.

The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.

Hold the organizational meeting of the incorporators or initial directors. Keep minutes of this meeting.

As soon as convenient, an organization meeting of the first board of directors shall be held either within or without this state at the call of a majority of the directors, for the purpose of electing officers, accepting or rejecting subscriptions for shares, authorizing the issuance of shares, doing any other acts to perfect the organization of the corporation and transacting such other business as may come before the meeting.
Missouri Revised Statutes §351.080

The following state laws apply unless overridden by the organizational documents, where permissible.

The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.

The following state laws apply unless overridden by the organizational documents, where permissible.

Your corporation must obtain an EIN regardless of whether it will hire employees.

Submit to:

Internal Revenue Service
http://www.irs.gov/

Form:

IRS Form SS-4

Guidance:

IRS Pub 1635: Understanding Your EIN

Filing Method:

Mail, phone, fax, or apply online with the IRS

Fee:

$0

Turnaround:

Immediately online

Notes:

The IRS website is only available during certain hours. Print your EIN before closing your session.

Register for state tax id(s) and accounts.

Submit to:

Missouri Department of Revenue
http://dor.mo.gov/

Form:

Missouri Online Business Registration system or Form 2643: Missouri Tax Registration Application

Filing Method:

Online or by mail

Fee:

$0

Notes:

Get your EIN from the IRS before registering.

By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:

• C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
• S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.

To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.

You must file federal and state tax returns. You must also file:

• Missouri corporations are required to file a Missouri Annual Report.