How to Incorporate in Missouri (May 2024 Update)
Starting a business in Missouri and want to set it up as a corporation? Incorporating in Missouri can provide your business with valuable benefits like liability protection and tax advantages. However, the incorporation process involves important legal steps you need to complete properly.
This comprehensive guide will walk you through everything you need to know to successfully form a corporation in Missouri. We’ll cover the benefits of incorporating, naming your corporation, appointing a registered agent, filing your articles of incorporation, obtaining an EIN, creating bylaws, holding an organizational meeting, getting business licenses, ongoing filing requirements, and more. We’ll also answer common questions about incorporating in Missouri like costs and timelines.
Whether you’re an entrepreneur starting your first business or a seasoned pro looking to set up your next venture, read on to learn how to incorporate in Missouri.
Why Incorporate Your Business in Missouri
Incorporating your business in Missouri can provide key advantages not available to sole proprietors or partnerships. Three major benefits of incorporating in Missouri include:
1. Liability Protection
One of the main reasons people choose to incorporate their business is to shield their personal assets from business debts and legal judgments. As a corporation, your business exists as a separate legal entity from its owners. So if your Missouri corporation is sued or can’t pay business debts, your personal assets like your house, car, and savings are protected.
2. Tax Advantages
Corporations can provide beneficial tax treatment, especially if you elect S corporation status with the IRS. S corporations act as pass-through entities, so profits pass through to the shareholders to be taxed at individual income tax rates, which are often much lower than corporate tax rates. Missouri also does not charge its corporations a franchise tax or fee just for existing.
3. Credibility and Prestige
There’s no question that “Inc.” after your business name lends an air of credibility. Customers often perceive incorporated businesses as more established and prestigious than other structures. This can encourage consumer trust and make it easier to obtain financing.
Steps for Incorporating Your Business in Missouri
Follow these key steps to properly set up your corporation in Missouri:
Choose a Business Name
The first step is selecting a business name and checking that it’s available for use in Missouri. You can check name availability by searching the Secretary of State’s database. Corporate names in Missouri must include a word like “Corporation”, “Company”, or “Incorporated” to denote the business structure.
You can reserve an available Missouri corporation name for 60 days by filing an application for reservation of name. Reservations can be extended up to 180 days total.
Appoint a Registered Agent in Missouri
Before incorporating, you must designate a registered agent, which is a person or business that agrees to accept legal documents like service of process on behalf of your corporation. Many people choose to use a registered agent service for convenience and privacy reasons. Your registered agent must have an in-state Missouri address during normal business hours.
When you incorporate, you’ll provide your registered agent’s name and complete street address in your articles of incorporation filed with the state.
File Articles of Incorporation
To legally form your Missouri corporation, you must file articles of incorporation with the Secretary of State. This document includes basic information about your corporation like your business name, the initial directors, incorporation purpose, stock details, and more.
Your articles of incorporation can be submitted online or through the mail. The filing fee through the state’s online portal starts at $58 and increases based on the number and value of stock shares. Online business filing provides next business day approval.
Draft Corporate Bylaws
While not legally required, creating corporate bylaws is highly recommended to establish operating rules and procedures for your Missouri corporation. Your bylaws act as an instruction manual for your corporation’s directors and officers, detailing things like shareholder meetings, voting procedures, officer positions and duties, etc.
Secure an Employer Identification Number (EIN)
Even if you won’t have employees, you still need to obtain an EIN from the IRS (equivalent to a social security number for individuals). Missouri corporations use EINs for federal and state tax and employment purposes. Applying online takes just minutes and there’s no fee.
Hold an Organizational Meeting
Document your corporation’s first organizational meeting where you’ll approve bylaws, elect initial directors, authorize stock certificate issuance, and complete any other business formalities your state requires. Maintaining detailed meeting minutes is vital to preserve your liability protection. Appointing officers and issuing stock certificates can happen at this meeting or a subsequent one soon after.
Obtain Business Licenses and Permits
Check what state and local business licenses or regulatory permits you’ll need to operate legally in Missouri. Common examples include sales tax permits and professional/occupational licenses. Use the Missouri Business Portal for guidance. Failure to comply can result in penalties.
Ongoing Filing Requirements to Maintain Your Missouri Corporation
Initial corporation creation is just the beginning. You must also complete ongoing state filing requirements to keep your incorporation status. Common requirements include:
- File an Annual or Biennial Registration Report – due at the end of your corporation’s “anniversary month” each year. Costs $20 (online) or $45 (mail).
- Pay Annual Franchise Taxes – Missouri does NOT charge an annual franchise tax just for the privilege of existing as a corporation. Most states do assess this tax yearly.
- File Missouri and Federal Income Taxes – corporations must file annual income tax returns at both state and federal levels. Shareholders also owe personal income tax on any dividends they receive.
- Submit Statement of Change Filings – notify the state anytime you change important corporation information like business address, leadership, name, etc.
Maintaining compliance with Missouri’s corporation laws keeps your business legally authorized to operate in the state. Use a comprehensive business compliance management tool to effortlessly track all state filing deadlines.
Frequently Asked Questions About Forming a Corporation in Missouri
How much does it cost to incorporate a business in Missouri?
The cost to incorporate in Missouri starts at $58 to file articles of incorporation for corporations with $30,000 or less in authorized shares. Additional fees apply based on the number and value of shares over this amount. You'll also owe franchise taxes and income taxes annually.
How long does it take to incorporate in Missouri?
Online incorporation filing through the SOS website takes 1-2 business days for approval. Printing and mailing paper articles of incorporation extends the timeframe to 4-7 business days.
Do I need a registered agent if I incorporate in Missouri?
Yes, all Missouri corporations must designate a registered agent when incorporating. This agent accepts legal documents on behalf of your business. Using a registered agent service can save headaches down the road.
Should I create an S corp or C corp in Missouri?
Electing S corporation status with the IRS is generally advantageous for small, closely held corporations in Missouri. S corps provide pass-through taxation, avoiding double taxation on business income. Talk to an accountant to decide if your business should be an S corp or C corp.
Incorporating your small business in Missouri made simple
As you can see, starting a corporation in Missouri involves important legal and tax considerations. But don’t let the process intimidate you! Following this guide will ensure you complete all the necessary steps to successfully form and maintain a corporation in Missouri.
We covered why incorporating can benefit your business, how to choose a business name, steps for incorporation, ongoing compliance requirements, FAQs about incorporating in MO, and more! Equipped with this information, you can confidently establish your Missouri corporation.
Wishing you success on your business incorporation journey!