Missouri Business Formation Checklist

Forming a Missouri business step-by-step

Work through these steps in order. The exact documents depend on whether you form an LLC or a corporation.

Step 1: Choose your entity type

Decide among an LLC, corporation, partnership, or sole proprietorship based on your liability and tax goals. An LLC and a corporation both provide a liability shield that separates the owners' personal assets from business debts, while a sole proprietorship and a general partnership leave the owners personally liable. Tax treatment differs too, so weigh both liability and taxation before deciding.

Step 2: Pick a name and check availability

Choose a business name and confirm it is available with the Missouri Secretary of State. The name must be distinguishable from entities already on file and include the required designator for your entity type — for example "LLC" or "L.L.C." for a limited liability company. If you are not ready to file, you can usually reserve the name.

Step 3: File your formation document

File your formation document with the Missouri Secretary of State and pay the filing fee. For an LLC, file articles of organization under Chapter 347 RSMo. For a corporation, file articles of incorporation under Chapter 351 RSMo. The corporation's articles must address authorized shares; the LLC's articles indicate whether it is member-managed or manager-managed.

Step 4: Designate a registered agent

Designate a registered agent with a physical Missouri street address — not a P.O. box — available during business hours to receive legal papers. Every Missouri LLC and corporation must maintain a registered agent. Missed service of process can lead to a default judgment, so keep this information current.

Step 5: Adopt internal governance documents

Adopt the internal governance documents for your entity. An LLC should adopt an operating agreement covering management, profit splits, and what happens when a member leaves; without one, the default rules of Chapter 347 RSMo apply. A corporation should adopt bylaws and hold an organizational meeting to elect directors and appoint officers. These documents are not filed with the state but are important to keep.

Step 6: Get a federal EIN and register for state taxes

Obtain a federal Employer Identification Number (EIN) from the IRS (federal). Then register with the Missouri Department of Revenue for any applicable state taxes, such as sales tax or employer withholding. You typically need the EIN before opening a business bank account or hiring employees, so handle it early.

Step 7: Obtain required licenses and permits

Obtain any required state and local licenses and permits for your specific business and location. Requirements vary by industry and by city or county, so check with the relevant Missouri state agency and your local government. Operating without a required license can expose the business to penalties.

Don't forget after formation

A few follow-up items keep your new entity in good standing and protect the liability shield:

• File any required ongoing reports. Missouri corporations must file an annual or biennial report to stay in good standing; missing required reports can lead to administrative dissolution. LLCs in Missouri generally do not have the same ongoing registration-report requirement, but confirm your specific obligations.
• Open a separate business bank account and keep business and personal funds apart. Commingling funds can undermine the liability shield.
• Sign contracts in the company's name and keep good records to reinforce that the entity is genuinely separate.
• Keep your registered agent and contact information current with the Secretary of State.
• Read carefully before signing any personal guaranty, which can override the liability shield for that specific debt.

When to talk to a lawyer

Many owners form a simple single-member LLC themselves, but professional guidance pays off when the stakes rise. Consider talking to a Missouri attorney when you have multiple owners who need an agreement, plan to raise capital or issue stock, are weighing S corporation versus C corporation tax treatment, carry significant liability risk, or are asked to sign a personal guaranty. Because the decision blends legal liability and tax strategy, many owners also consult a tax professional before filing.