Missouri Company Formation Guide
🦅 MISSOURI
Missouri Entity Types Guide
Complete guide to forming LLCs, corporations, series LLCs, professional entities, and partnerships in Missouri – with no LLC annual reports and flexible Series LLC options
LLC Formation (Online)
$50
LLC Annual Reports
Not Required
Series LLC Available
Yes (§347.186)
Corp Formation
$58+ (based on shares)
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Missouri Entity Types – Overview
🎯 Why Choose Missouri?
- No LLC annual reports: Missouri does NOT require annual reports for LLCs – major compliance simplification
- Series LLC statute: Missouri offers protected series LLCs (§347.186) – ideal for real estate and multi-venture businesses
- Low formation costs: $50 online for LLC, $58+ for corporations (based on authorized capital)
- Fast online filing: Online filings typically processed within 24 hours
Missouri Business Entity Menu
The Missouri Secretary of State recognizes the following business entity types:
Limited Liability Companies
- Standard LLC (Chapter 347)
- Series LLC (§347.186)
- Professional LLC (varies by profession)
- Foreign LLC (registered to do business)
Corporations
- General Business Corporation (Ch. 351)
- Nonprofit Corporation (Ch. 355)
- Professional Corporation (Ch. 356)
- Foreign Corporation
Partnerships
- General Partnership
- Limited Partnership (LP) (Ch. 359)
- Limited Liability Partnership (LLP)
- LLLP (Limited Liability LP)
Sole Proprietorships
- No SoS filing required
- Optional fictitious name registration ($7)
- Full personal liability
Governing Law by Entity Type
| Entity Type | Statute | SoS Filing Required? |
|---|---|---|
| Limited Liability Company (LLC) | Missouri Limited Liability Company Act – Chapter 347, RSMo | ✅ Yes |
| Series LLC | §347.186 RSMo (within Chapter 347) | ✅ Yes (parent LLC + series attachment) |
| General Business Corporation | Chapter 351, RSMo (General and Business Corporations) | ✅ Yes |
| Nonprofit Corporation | Chapter 355, RSMo (Nonprofit Corporation Law) | ✅ Yes (must designate public benefit or mutual benefit) |
| Professional Corporation (PC) | Chapter 356, RSMo (Professional Corporation Law) | ✅ Yes |
| Limited Partnership (LP) | Chapter 359, RSMo | ✅ Yes |
| Limited Liability Partnership (LLP) | Chapter 358/359 RSMo (partnership statutes) | ✅ Yes (registration/conversion) |
| General Partnership | Chapter 358 RSMo | ❌ No (optional fictitious name) |
| Sole Proprietorship | N/A (unincorporated) | ❌ No (optional fictitious name) |
Key Missouri Advantages
✅ Missouri Entity Highlights:
- No LLC annual reports: Unlike most states, Missouri does not require LLCs to file annual or biennial reports with the SoS
- Series LLC protection: §347.186 allows liability shielding between series if properly structured and maintained
- Low-cost LLC formation: $50 online (vs $105 by mail); no annual report fees
- Fast processing: Online filings typically processed within 24 hours
- Flexible corporate structure: Corporation fees scale by authorized capital (starts at $58 for ≤$30k authorized shares)
- Name reservation: 60 days, renewable up to 180 days ($25 fee)
Missouri vs Benefit Corporation Status
⚠️ No Benefit Corporation Statute (Yet):
As of 2025, Missouri has introduced several benefit corporation bills (SB 467, SB 624, HB 2669) that would create new §§351.1400–351.1435 RSMo for “benefit corporations,” but these bills have not been codified.
Current status:
- For-profit mission-driven companies: Use standard corporation or LLC with tailored purpose/fiduciary language in Articles and operating documents
- Nonprofit public benefit corporations: Available under Chapter 355 (must designate at formation)
- No separate “benefit corporation” filing type at Missouri SoS for for-profit entities
Quick Comparison: Missouri Entity Types
This table provides a high-level comparison of Missouri’s business structures. Scroll horizontally on mobile devices.
| Factor | Sole Proprietorship | General Partnership | LP | LLP | LLC | Series LLC | Corporation | Nonprofit | PC |
|---|---|---|---|---|---|---|---|---|---|
| Liability Shield | ❌ None | ❌ Joint & several | ⚠️ GPs: none; LPs: limited | ✅ Yes (except own acts) | ✅ Yes | ✅ Yes (series-by-series) | ✅ Yes | ✅ Yes | ✅ Yes (except own malpractice) |
| Tax Default | Schedule C | Pass-through (K-1) | Pass-through (K-1) | Pass-through (K-1) | Pass-through (or elect C-corp) | Pass-through (series aggregate) | C-corp (or elect S-corp) | Tax-exempt (if 501(c) qualified) | C-corp or S-corp |
| Formation Fee | $0 (SoS) | $0 (if unregistered) | Varies | Scales by # partners | $50 (online) / $105 (mail) | $50 (parent) + series attachment fees | $58+ (based on authorized capital) | Varies | $58+ |
| Annual Report | ❌ No | ❌ No | ⚠️ Check statute | ⚠️ Renewal req’d | ❌ No (Missouri advantage!) | ❌ No | ✅ Yes ($20 online / $45 paper) | ✅ Yes | ✅ Yes |
| Owner Restrictions | 1 person only | 2+ persons | 1+ GP, 1+ LP | 2+ partners | 1+ members | 1+ members (series structure) | 1+ shareholders | N/A (members/directors) | Licensed professionals only |
| Best Use Cases | Solo freelancers, minimal risk | Small partnerships, low formality | Real estate, passive investors + active GP | Law/accounting firms, professional groups | Most small/mid businesses, real estate | Multi-property real estate, multiple ventures | VC-backed startups, going public | Charities, foundations, advocacy | Lawyers, doctors, CPAs, etc. |
When to Choose Each Entity Type
✅ Choose LLC When:
- You want liability protection with pass-through tax
- You want to avoid annual report filings (Missouri advantage)
- Flexible management and profit allocation are priorities
- Operating a small/mid-sized business or holding real estate
- Not raising venture capital or planning IPO
✅ Choose Series LLC When:
- You own multiple rental properties or business ventures
- You want liability separation between assets/ventures
- You want to avoid forming 5-10 separate LLCs (cost/complexity)
- You’re willing to maintain strict series accounting/records
- Real estate portfolio management is your focus
✅ Choose Corporation When:
- Raising venture capital or planning IPO
- Want stock options/equity incentive plans for employees
- Multiple classes of stock are needed (preferred, common)
- S-corp election for self-employment tax savings
- Established corporate governance structure is desired
✅ Choose Nonprofit When:
- Exclusively charitable, educational, or religious purpose
- Want 501(c)(3) tax-exempt status for tax-deductible donations
- Seeking foundation grants (most require 501(c)(3))
- No profit distribution to owners/members
- Must designate “public benefit” or “mutual benefit” at formation
Missouri LLCs & Series LLCs
Missouri Limited Liability Companies (Chapter 347)
Missouri LLCs are governed by the Missouri Limited Liability Company Act (§§347.010–347.187 RSMo).
Formation: Articles of Organization (§347.037)
Any person (member or non-member) can form an LLC by signing and filing Articles of Organization with the Missouri Secretary of State. The LLC comes into existence when the Articles are filed and effective.
Required Content for Missouri Articles of Organization
| Requirement | Details |
|---|---|
| LLC Name | Must include “LLC,” “L.L.C.,” “LC,” or “L.C.” (§347.020) |
| Principal Office Address | Physical address (can be in or outside Missouri) |
| Registered Agent | Name and physical Missouri street address (no PO boxes) |
| Management Structure | Member-managed or manager-managed |
| Duration | Perpetual by default (unless limited duration specified) |
| Organizer | Name and address of organizer signing the Articles |
| Optional | Purpose, series language, indemnification provisions |
Filing Fees & Processing
| Filing Method | Fee | Processing Time |
|---|---|---|
| Online (geauxBIZ) | $50 | ≈24 hours (typically immediate to next business day) |
| $105 | 3–4 weeks plus mail transit time |
✅ Cost Savings Tip: File online to save $55 and get your LLC approved in 24 hours instead of waiting 3-4 weeks by mail.
Operating Agreement (Functionally Required)
📋 Operating Agreement Best Practice:
While Missouri does not require you to file an operating agreement with the SoS, having a written operating agreement is strongly recommended / functionally required. The Missouri LLC Act treats the operating agreement (written or oral) as the core governing document.
Key provisions to address:
- Member capital contributions and ownership percentages
- Profit and loss allocation (can be disproportionate to ownership %)
- Management structure (member-managed vs manager-managed)
- Voting rights and quorum requirements
- Transfer restrictions and buy-sell provisions
- Fiduciary duty modifications (to extent permitted by statute)
- Dissolution and liquidation procedures
Annual Reports – NOT REQUIRED for Missouri LLCs
✅ Missouri Advantage: No LLC Annual Reports!
Missouri does NOT require LLCs to file annual or biennial reports with the Secretary of State. This is a major compliance simplification and cost savings compared to most other states.
Ongoing LLC compliance in Missouri:
- Maintain registered agent and registered office
- File amendment if LLC name, registered agent, or management structure changes (≈$25 fee)
- File series-creation attachments if forming new series (Series LLC only)
- Keep internal records (operating agreement, member resolutions, etc.)
Tax Treatment
| LLC Type | Default Federal Tax | Can Elect |
|---|---|---|
| Single-member LLC | Disregarded entity (Schedule C on owner’s return) | C-corp or S-corp (Form 8832 or 2553) |
| Multi-member LLC | Partnership (Form 1065, K-1s to members) | C-corp or S-corp |
Missouri Series LLCs (§347.186 RSMo)
🎯 What is a Series LLC?
Missouri’s Series LLC statute (§347.186) allows an LLC to establish one or more designated “series” of members, managers, or LLC interests, each with:
- Separate rights, powers, and duties
- Separate business purposes or assets
- Liability protection: Debts and liabilities of one series are NOT enforceable against the assets of another series or the parent LLC generally (if properly structured)
How Series LLCs Work in Missouri
1. Parent LLC Formation
Form a standard Missouri LLC (Articles of Organization + $50 filing fee).
Include in Articles and Operating Agreement: Language authorizing the creation of series.
2. Create Individual Series
File “Attachment creating a Series of a Series Limited Liability Company (LLC 1A)” with Missouri SoS for each series.
Required info:
- Name of parent LLC
- Name of series (must include “Series” and full LLC name)
- Statement of purpose
- Registered office/agent details
Liability Protection Requirements (Critical)
🚨 To Obtain Series Liability Shield, You MUST:
- Include proper language in operating agreement establishing series and stating that liabilities of each series are enforceable only against that series’ assets
- Maintain separate records for each series (separate books, accounting, bank accounts)
- File series attachment (LLC 1A) with Missouri SoS for each series
- Use series names in contracts: When a series enters into a contract or incurs liability, identify the specific series (e.g., “ABC LLC, Series 1”) not just the parent LLC
Failure to maintain proper separation may result in courts disregarding the series shield and holding the parent LLC or other series liable.
Series LLC Use Cases
✅ Ideal for Series LLC
- Multiple rental properties: Each property in its own series; if tenant sues over property A, property B’s assets are protected
- Multi-venture businesses: Operate 3-4 different business lines under one LLC umbrella with liability separation
- Investment portfolios: Segregate different investments or asset classes
- Franchising: Each franchise location as a separate series
❌ Avoid Series LLC When
- Single property/venture: Use standard LLC (simpler)
- Not willing to maintain strict accounting separation: Series require separate books, bank accounts, and records
- Out-of-state operations: Not all states recognize series LLCs; foreign qualification may be problematic
- Lender/title company resistance: Some banks/title companies are unfamiliar with series LLCs
Series LLC vs Multiple Separate LLCs
| Factor | Series LLC (1 parent + multiple series) | Multiple Separate LLCs |
|---|---|---|
| Formation cost | $50 (parent) + series attachment fees (lower per series) | $50 × number of LLCs |
| Annual reports | ❌ None (Missouri advantage) | ❌ None (Missouri advantage) |
| Separate EINs | ⚠️ IRS unclear; consult tax advisor (may use one EIN or separate per series) | ✅ Each LLC gets own EIN |
| Accounting complexity | High (must maintain strict separation between series) | Medium (separate entities, separate books) |
| Liability shield | ✅ Yes (if properly maintained) | ✅ Yes (each LLC is separate) |
| Best for | Large portfolios (5-10+ properties/ventures); cost optimization | Smaller portfolios; maximum legal clarity |
Foreign LLCs (Registering to Do Business in Missouri)
If your LLC is formed in another state but conducts business in Missouri, you must file a Certificate of Authority (foreign LLC registration) with Missouri SoS.
- Fee: Similar to domestic LLC (online vs mail options)
- Required documents: Certificate of good standing from home state, foreign LLC application
- Annual reports: Foreign LLCs also do NOT have annual report requirements in Missouri
Missouri Corporations & Nonprofits
General Business Corporations (Chapter 351, RSMo)
Formation: Articles of Incorporation (§351.055)
Corporations are formed by filing Articles of Incorporation with Missouri Secretary of State. Corporate existence begins when the Articles are filed.
Required Content for Articles of Incorporation (§351.055)
- Corporate name (must include “Corporation,” “Incorporated,” “Company,” “Limited,” or abbreviation: Corp., Inc., Co., Ltd.)
- Registered office address and registered agent name (physical Missouri street address)
- Number of authorized shares (and, if more than one class, the number of shares and designations/rights of each class)
- Incorporator(s) name and address
Optional Provisions (May Include in Articles)
- Limitations on director liability (within statutory bounds)
- Indemnification provisions for directors and officers
- Supermajority voting requirements
- Class voting rights
- Preemptive rights for shareholders
- Cumulative voting modifications
Corporate Filing Fees (Based on Authorized Capital)
Missouri corporation formation fees are calculated based on the authorized capital (number of shares × par value, or stated value if no par).
| Authorized Capital | Fee |
|---|---|
| $30,000 or less | $58 (includes $3 certificate fee + $5 tech fund) |
| $30,001 – $40,000 | $63 |
| $40,001 – $50,000 | $68 |
| … | Scales by $10,000 brackets |
| $200,001+ | $50 (first $30k) + $5 for each additional $10,000 (or fraction) |
💡 Example Calculations:
- 10,000 shares @ $0.01 par value: Authorized capital = $100 → $58 fee
- 1,000,000 shares @ $0.001 par value: Authorized capital = $1,000 → $58 fee
- 100,000 shares @ $1 par value: Authorized capital = $100,000 → Scales per bracket (≈$80-$100 range)
Strategy: Many startups use low par value (e.g., $0.001/share) or no-par stock to minimize formation fees.
Annual Registration Reports (Corporate “Annual Report”)
Corporations (for-profit and nonprofit) must file annual registration reports with Missouri SoS under §351.120 RSMo.
| Filing Method | Fee | Due Date |
|---|---|---|
| Online | $20 | End of incorporation anniversary month |
| Paper | $45 | End of incorporation anniversary month |
✅ Cost Savings: File annual reports online to save $25/year ($20 online vs $45 paper).
Corporate Governance
Missouri corporations follow standard corporate governance structures:
- Shareholders: Elect directors, approve major transactions, exercise voting/inspection/appraisal rights
- Board of Directors: Manage business and affairs; may delegate to officers and committees
- Officers: CEO, CFO, Secretary, etc.; appointed by board to handle day-to-day operations
Tax Treatment
| Tax Election | How It Works |
|---|---|
| C-Corporation (default) | Entity-level tax on corporate income (federal 21% + Missouri corporate tax); dividends taxed again to shareholders (double taxation) |
| S-Corporation (election) | Pass-through tax (no entity-level tax; income flows to shareholders on K-1); must meet IRS eligibility (≤100 shareholders, all U.S. individuals/estates/trusts, one class of stock) |
Nonprofit Corporations (Chapter 355, RSMo)
Public Benefit vs Mutual Benefit Designation
🎯 Missouri Nonprofit Classification (Required at Formation):
Missouri nonprofit corporations must be designated as either:
- Public Benefit Corporation: Organized primarily for charitable, educational, religious, scientific, or other public purposes (e.g., 501(c)(3) charities, foundations)
- Mutual Benefit Corporation: Organized primarily for the benefit of members (e.g., trade associations, social clubs, homeowners associations)
Note: This is not the same as a Delaware-style “public benefit corporation” (PBC) for for-profit entities. Missouri’s nonprofit public benefit designation is solely for nonprofits.
Formation
- Filing: Articles of Incorporation with Missouri SoS
- Fee: Varies (check current SoS fee schedule)
- Required content: Name, purposes (charitable/educational/etc.), registered office/agent, public benefit or mutual benefit designation, directors/incorporators
Annual Reports
Nonprofit corporations must file annual registration reports (similar to for-profit corps).
Federal Tax-Exempt Status
⚠️ State Formation ≠ Federal Tax Exemption:
Forming a Missouri nonprofit corporation does not automatically grant federal tax-exempt status. To obtain 501(c)(3) or other tax-exempt status:
- File IRS Form 1023 (501(c)(3) application) or Form 1024 (other exemptions)
- Meet IRS requirements for charitable/exempt purposes, governance (e.g., no private inurement), and operations
- Obtain IRS determination letter confirming exemption
Benefit Corporations for For-Profit Entities (Not Available in Missouri)
⚠️ Missouri Benefit Corporation Bills Not Yet Codified:
Missouri has introduced several benefit corporation bills:
- SB 467, SB 624, HB 2669 – would create new §§351.1400–351.1435 RSMo for “benefit corporations”
- Language: “creates new provisions allowing for the creation of benefit corporations”
Current status (as of 2025): These sections have not been codified. Missouri does NOT currently offer a separate benefit corporation filing type for for-profit companies.
Alternative for mission-driven for-profits:
- Use standard Missouri corporation or LLC
- Include tailored purpose/fiduciary language in Articles and bylaws
- Consider external certification (e.g., B Corp certification from B Lab)
Professional Entities & Partnerships
Professional Corporations (Chapter 356, RSMo)
Missouri authorizes professional corporations (PCs) for licensed professionals under Chapter 356, RSMo.
Who May Form a Professional Corporation
Licensed professionals including:
- Attorneys
- Physicians and surgeons
- Dentists
- Chiropractors
- Veterinarians
- Certified Public Accountants (CPAs)
- Architects
- Professional engineers
- Other professions subject to licensing board regulation
Formation & Ownership Restrictions
- Purpose: PC must be organized solely for the practice of the licensed profession
- Shareholders: Only licensed professionals in the same field (or entities composed of them) may be shareholders
- Directors/Officers: Must be licensed professionals
- Name: Must comply with licensing board rules (typically includes professional designation or “P.C.” / “Professional Corporation”)
Liability
🚨 No Malpractice Shield:
A professional corporation does not shield individual professionals from personal liability for their own malpractice or negligence. The PC limits liability for:
- Other professionals’ malpractice (no vicarious liability)
- General business debts
Each professional remains personally liable for their own professional acts.
Formation Fee & Annual Reports
- Formation fee: Same as general business corporation ($58+ based on authorized capital)
- Annual reports: Required ($20 online / $45 paper)
Limited Liability Partnerships (LLPs)
General partnerships can register as Limited Liability Partnerships (LLPs) under Missouri partnership statutes.
Formation
- File registration/conversion with Missouri SoS
- Fee: Scales by number of partners
- Name requirement: Must include “LLP,” “L.L.P.,” “Registered Limited Liability Partnership,” or similar designation
Liability Protection
LLP partners are NOT personally liable for partnership obligations arising from errors, omissions, negligence, incompetence, or malfeasance of another partner or employee. Each partner remains liable for their own acts.
Best Use Cases
- Law firms: Lawyers want protection from other partners’ malpractice
- Accounting firms: CPAs shielded from co-partner negligence
- Architecture/engineering firms: Professional liability isolation
Limited Partnerships (LPs) (Chapter 359, RSMo)
Structure
- General partners: Manage the partnership and have unlimited personal liability
- Limited partners: Contribute capital but do not participate in management; liability limited to their investment
Formation
- File certificate of limited partnership with Missouri SoS
- Fee: Varies (check current SoS fee schedule)
- Name requirement: Must include “L.P.,” “LP,” “Limited Partnership,” or similar designation
Best Use Cases
- Real estate investments (passive investors + active GP)
- Private equity/VC funds (fund managers as GP, investors as LPs)
- Family investment structures
Limited Liability Limited Partnerships (LLLPs)
Missouri recognizes LLLPs (limited liability limited partnerships) – a hybrid structure where even the general partners have limited liability protection.
- Treated under partnership statutes
- Conversion/registration process with Missouri SoS
- Provides full limited liability for all partners (GPs and LPs)
General Partnerships
Formation
- No SoS filing required: Partnership arises by agreement (oral or written)
- Optional fictitious name registration: $7 fee if doing business under a name other than partners’ names
Liability
🚨 Joint & Several Liability: Each partner is jointly and severally liable for all partnership debts and obligations. One partner’s actions can bind the entire partnership and expose all partners to personal liability.
Best Use Cases
- Small professional services firms (if LLP not preferred)
- Family businesses with high trust between partners
- Simple collaborations where formality is minimal
Professional Entity Comparison: PC vs PLLC vs LLP
| Factor | Professional Corporation (PC) | Professional LLC (if available) | LLP |
|---|---|---|---|
| Structure | Corporation (Chapter 351) | LLC (Chapter 347) | Partnership (Chapter 358/359) |
| Tax default | C-corp (can elect S-corp) | Pass-through (can elect C-corp/S-corp) | Pass-through (partnership) |
| Formality | High (board, bylaws, minutes) | Medium (operating agreement) | Low (partnership agreement) |
| Annual maintenance | Annual report ($20 online / $45 paper) | None (if LLC) | Varies (renewal/registration fees) |
| Liability shield | Yes (except own malpractice) | Yes (except own malpractice) | Yes (except own malpractice) |
| Best for | Traditional professional firms; S-corp tax planning | Modern professional firms; pass-through simplicity | Law/accounting firms; partnership culture |
Formation Process & Fee Summary
Step-by-Step Formation by Entity Type
LLC Formation Steps
- Choose LLC name (must include LLC/L.L.C./LC/L.C.)
- Appoint registered agent (Missouri resident or entity with MO street address)
- Draft operating agreement (strongly recommended; not filed)
- File Articles of Organization with Missouri SoS ($50 online / $105 mail)
- Obtain EIN from IRS (free, apply online)
- Open business bank account
- Register for Missouri taxes (if applicable)
Corporation Formation Steps
- Choose corporate name (must include Corp./Inc./Co./Ltd.)
- Appoint registered agent (Missouri resident or entity)
- Draft bylaws (not filed; kept in corporate records)
- File Articles of Incorporation ($58+ based on authorized capital)
- Hold organizational meeting (adopt bylaws, elect directors/officers)
- Issue stock certificates
- Obtain EIN from IRS
- File S-corp election (if desired; Form 2553 within 75 days)
Series LLC Formation Steps
- Form parent LLC (Articles of Organization with series authorization language)
- Include series provision in operating agreement
- File series attachment (LLC 1A) for each series created
- Maintain separate books and bank accounts for each series
- Use series names in contracts (e.g., “ABC LLC, Series 1”)
Professional Corporation Steps
- Verify licensing board requirements for entity formation
- Choose compliant corporate name
- Ensure all shareholders are licensed in the profession
- File Articles of Incorporation (designate as PC)
- Obtain licensing board approval (if required)
- Maintain professional liability insurance
Missouri Filing Fees Summary
| Service | Fee | Notes |
|---|---|---|
| LLC Articles of Organization (online) | $50 | ≈24 hour processing |
| LLC Articles of Organization (mail) | $105 | 3-4 weeks processing |
| Corporation Articles of Incorporation | $58+ | Scales by authorized capital; $58 for ≤$30k |
| Series LLC Attachment (LLC 1A) | Varies | Per series created |
| Name Reservation | $25 | 60 days, renewable up to 180 days |
| Fictitious Name (DBA) | $7 | Optional; any entity type |
| Certified Copy / Good Standing Certificate | $10 | Per document |
| LLC Amendment | ≈$25 | Name, RA, management structure changes |
| Corporation Annual Report (online) | $20 | Due end of anniversary month |
| Corporation Annual Report (paper) | $45 | Save $25 by filing online |
| LLC Annual Report | Not Required | Missouri advantage! |
Optional Services & Add-Ons
| Service | Cost | When Needed |
|---|---|---|
| Registered Agent Service (annual) | $100-$300/year | If you don’t have Missouri address or want privacy/professional service |
| Operating Agreement (attorney-drafted) | Included in my packages | Strongly recommended for all LLCs |
| Corporate Bylaws (attorney-drafted) | Included in my packages | Required for corporations (not filed) |
| EIN Application | Free (DIY) / Included in my packages | Required for LLCs with employees or multi-member; corps always |
| S-Corp Election (Form 2553) | Included in Standard/Advanced packages | If electing S-corp tax treatment |
Ongoing Compliance & CTA/BOI Status
Annual Compliance by Entity Type
| Entity Type | Annual Report Required? | Fee (if applicable) | Due Date |
|---|---|---|---|
| LLC (domestic) | ❌ No | N/A | N/A |
| Series LLC | ❌ No | N/A | N/A |
| Foreign LLC | ❌ No | N/A | N/A |
| Corporation (for-profit) | ✅ Yes | $20 (online) / $45 (paper) | End of incorporation anniversary month |
| Nonprofit Corporation | ✅ Yes | Check SoS schedule | End of anniversary month |
| Professional Corporation | ✅ Yes | $20 (online) / $45 (paper) | End of anniversary month |
| General Partnership | ❌ No | N/A | N/A |
| Limited Partnership | ⚠️ Check statute | Varies | Varies |
| LLP | ⚠️ Renewal required | Scales by # partners | Varies |
Other Ongoing Compliance Requirements
All Missouri Entities Must:
- Maintain registered agent and registered office at all times
- File amendments if name, RA, or structure changes
- Keep internal records (operating agreements, bylaws, resolutions, minutes, etc.)
- Comply with tax filings (federal and Missouri state taxes)
- Maintain separate bank accounts (don’t commingle personal and business funds)
Corporations Specifically Must:
- Hold annual shareholder meetings (or document written consents)
- Hold board meetings quarterly or as needed
- Maintain corporate records book (Articles, bylaws, minutes, stock ledger, etc.)
- Issue stock certificates to shareholders
- File annual reports ($20 online / $45 paper)
Corporate Transparency Act (CTA) & Beneficial Ownership Information (BOI)
✅ Major Update (March 21-26, 2025):
FinCEN issued an interim final rule that removed BOI reporting requirements for all U.S. companies and U.S. persons under the Corporate Transparency Act.
- Domestic Missouri entities (LLCs, corporations, partnerships formed in Missouri): NO BOI reporting required as of March 2025
- This is a massive simplification – you do NOT need to file beneficial ownership reports with FinCEN
Foreign Reporting Companies (Still Subject to BOI)
⚠️ Foreign entities registered in Missouri:
Entities formed under foreign law (e.g., Canadian corporation, Cayman Islands LLC) that register to do business in Missouri are still BOI reporting companies unless they qualify for a statutory exemption.
Deadlines for foreign reporting companies:
- Already registered before March 21, 2025: File BOI report by April 25, 2025 (extended deadline)
- Register on or after March 21, 2025: 30 days after registration becomes effective
CTA/BOI Exemptions (Foreign Entities)
Foreign entities may qualify for exemptions if they meet criteria such as:
- Large operating company: >20 full-time U.S. employees, >$5M gross receipts/sales, physical U.S. office
- SEC-registered issuer
- Regulated entities: Banks, credit unions, broker-dealers, investment companies, etc.
- See FinCEN’s full exemption list at fincen.gov
CTA/BOI Summary by Missouri Entity Type
| Entity Type | BOI Reporting Required? |
|---|---|
| Missouri LLC (domestic) | ❌ No (exempt as of March 2025) |
| Missouri Corporation (domestic) | ❌ No (exempt as of March 2025) |
| Missouri Series LLC (domestic) | ❌ No (exempt as of March 2025) |
| Missouri Partnership (domestic) | ❌ No (exempt as of March 2025) |
| Foreign entity registered to do business in Missouri | ✅ Yes (unless exempt) |
⚠️ CTA Status is Fluid:
The Corporate Transparency Act and BOI reporting rules have been subject to significant changes, court challenges, and interim rules. The information above reflects the status as of the March 2025 interim final rule.
Best practice: Check FinCEN’s BOI page (fincen.gov/boi) for the latest updates, and consult with your attorney if you have a foreign entity or complex ownership structure.
My Services – Missouri Entity Formation
I handle Missouri entity formations as an attorney-led service. You work directly with me—an experienced business attorney—through the entire process.
What’s included: State filing fees and a registered agent (state requirement) fee for one year. A company (LLC or Corporation) formed in one of the standard-fee states (DE, CA, WY, SC) at the base price. Formation in premium-fee states (TX, MA, NV, NY, IL, TN) is available with an additional fee to cover higher state costs.
Service Packages
Starter
$500
Best for: Single-owner businesses or simple partnerships using standard templates with basic information inserted.
| Delivery Time | 14 days |
| Number of Revisions | 0 |
Includes:
- EIN (Tax ID Number)
- Basic Bylaws/Operating Agreement
Standard
$750
Perfect for: Most businesses requiring customized founding documents with professional guidance on entity type, state selection, and taxation.
| Delivery Time | 5 days |
| Number of Revisions | 2 |
Includes:
- EIN (Tax ID Number)
- Customized Bylaws/Operating Agreement
- 30min Consultation
Advanced
$850
Ideal for: Complex business structures requiring sophisticated legal frameworks, multiple owners, investors, or specialized provisions.
| Delivery Time | 3 days |
| Number of Revisions | 5 |
Includes:
- EIN (Tax ID Number)
- Customized Bylaws/Operating Agreement
- 1hr Consultation
- Advanced Corporate Structuring & Custom Drafting
(Ownership transfers, investor terms, multiple share classes, etc.)
Missouri-Specific Add-On Services
| Service | Fee |
|---|---|
| Series LLC setup (parent LLC + initial series) | $1,200 |
| Additional series creation (per series) | $300 |
| Foreign LLC/Corp registration (Certificate of Authority) | $800 |
| S-corp election (Form 2553 preparation and filing) | Included in Standard/Advanced |
| Registered agent service (annual) | $200/year |
| Annual report filing service (corporations only) | $150/year |
| Professional corporation setup (with licensing board coordination) | $1,500+ |
Why Work With Me?
- Attorney-led service: I personally handle your formation, not a paralegal or automated system
- Missouri expertise: Deep knowledge of Missouri entity law, Series LLC mechanics, and state-specific compliance
- No LLC annual reports advantage: I’ll help you leverage Missouri’s no-annual-report benefit
- Series LLC specialist: Experience structuring Series LLCs for real estate portfolios and multi-venture businesses
- Fixed fees: No surprise bills; all packages are flat-fee with clear scope
- Long-term relationship: I’m here for amendments, compliance, and business growth as you scale
Contact & Booking
Ready to form your Missouri business entity? Let’s discuss your needs and determine the right structure.
📧 Email: owner@terms.law
📅 Schedule a call: Use the Calendly link below to book a 30-minute strategy session.
📅 Schedule a call: Use the Calendly link below to book a 30-minute strategy session.
Ready to Form Your Missouri Business?
Let’s discuss your entity structure, Series LLC options, and Missouri compliance strategy.
Email Me: owner@terms.law Schedule a Call