How to Incorporate in Missouri
If you’re looking to incorporate in Missouri, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.
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Choose a corporate structure
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).
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Check Name Availability
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: Missouri Secretary of State - Corporations Division Name Reservation: Optional Suffix Requirements: Shall contain the word "corporation", "company", "incorporated", or "limited", or shall end with an abbreviation of one of said words.
Missouri Revised Statutes §351.110 -
Appoint a Registered Agent
Identify the corporation’s Missouri registered agent. This individual or company receives notice of lawsuit and other legal service for the corporation.
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File Missouri Articles of Incorporation
File the articles of incorporation to create your corporation.
Agency: Missouri Secretary of State - Corporations Division Form: Articles of Incorporation of a For Profit Corporation (Corp. 41)
Filing Method: Mail, fax or online.
Agency Fee: $58 for up to $30,000 authorized shares. $5 additional for every $10,000 or authorized shares over $30,000.
Turnaround: ~1-3 days by fax. ~4-7 business days by mail.
Law: Original Ink: Required Notes: - You must submit original signatures.
- Consider optional provisions
- There is a discounted fee for corporations formed by active duty military
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File Initial Report
Agency: Missouri Secretary of State - Corporations Division Form: Find your company record to print your registration report form.
Filing Method: Mail or Online.
Agency Fee: $20 online. $45 mail.
Due: Within 30 days of registration/authorization.
Law: Missouri Statutes § 351.120.1.
Original Ink: Not required Notarize: Not required Penalties: $15 per 30 days late.
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.
- While the report is officially due within 30 days of registration, the standard practice of the Secretary of State has been to extend this due date to within 3 months after the end of the month of registration.
Fact Checked: 9/17/19 -
Establish Bylaws & Corporate Records
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 §351.215Your 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. -
Appoint Initial Directors
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.
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Hold Organizational Meeting
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 §351.080The following state laws apply unless overridden by the organizational documents, where permissible.
Directors Officers - Number: One or more required.
- Qualifications: None.
- Quorum: Majority of directors, unless bylaws or articles of incorporation fixes a different number. No less than one third.
- President and secretary required.
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Issue Stock Certificates
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.
Shareholders Annual Shareholder Meeting - Qualifications: N/A
- Stock Certificate: Required.
- Voting Trusts Allowed: Yes.
- Required: Yes.
- Action by written consent: Allowed if by all shareholders entitled to vote on the action.
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Get a Federal Employer Identification Number (EIN)
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. -
Get Missouri State Tax Identification Numbers/Accounts
Register for state tax id(s) and accounts.
Agency: Missouri Department of Revenue Form: Missouri Online Business Registration system or Form 2643: Missouri Tax Registration Application Filing Method: Online or by mail Agency Fee: $0 Notes: Get your EIN from the IRS before registering.
Fact Checked: 5/12/20 -
Consider Electing S-Corp Taxation
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.
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Obtain Business Licenses & Permits
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.
Missouri Business License
Not required
General Business License licensure is not required on the State level in Missouri.
Missouri does not have a general business license at the state level, but local licenses are often required.
Registration Not Required
Not required
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Ongoing Filings to Maintain Your Corporation
You must file federal and state tax returns. You must also file:
- Missouri corporations are required to file a Missouri Annual Report.
