Business Entities Recognized by Missouri Law
I. General Missouri Business Corporations
A corporation’s existence begins when its articles of incorporation are filed with the Secretary of State. The articles of incorporation of a general business corporation must provide the information required by Section 351.055 RSMo. The Secretary of State’s office provides a blank form that may be used to comply with the statutory requirements.
It is important to calculate incorporation fees properly. Under Section 351.065 RSMo, the fee is based upon the dollar value of authorized shares. The filing fee (incorporation fee) is $50 for the first $30,000 of authorized shares with an increase of $5 for each additional $10,000 (or fraction thereof) of authorized shares. The dollar amount of authorized shares is calculated by multiplying the number of total authorized shares times the par value of a single share. "No par" shares are assessed at $1 per share. In addition, there is a $3 fee for issuing the certificate of incorporation and an additional $5 for the Technology Trust Fund.
a. Close Corporations
Missouri law allows for the creation of close corporations. See Section 351.750 RSMo et.seq. Missouri’s close corporation law is designed to make it easier for a corporation with less than fifty shareholders to operate as a corporation. Under this law, a close corporation can choose not to have a board of directors, annual meetings or bylaws if so stated in its articles of incorporation.
b. Foreign Corporations
Foreign corporations transacting business in Missouri must first register with the Secretary of State. See Section 351.572 RSMo to determine whether a foreign corporation is "transacting business." Because a foreign corporation has already filed its articles of incorporation in another jurisdiction, it does not file articles of incorporation in Missouri; instead, it obtains a certificate of authority to do business in Missouri. There is a fee of $155 to obtain a certificate of authority.
The application must be accompanied by a certificate from the Secretary of State or other equivalent office of the jurisdiction where the foreign corporation is incorporated stating that the corporation is an existing corporation and is in good standing. The certificate must not be more than 60 days old.
II. Nonprofit Corporations
Nonprofit corporations may be organized under Chapter 355 RSMo for a variety of purposes. Common examples include churches, civic associations, political groups and trade organizations.
All nonprofit corporations registered to do business in Missouri are required to be designated as either "public benefit" or "mutual benefit" corporations. See Section 355.881 RSMo for more information.
Please note that the Office of the Secretary of State does not grant tax-exempt status to nonprofit corporations. Nonprofit corporations seeking tax-exempt status must apply directly to the Internal Revenue Service and the Missouri Department of Revenue.
III. Professional Corporations
Professional corporations are formed under Chapter 356 RSMo. Only those persons licensed to practice certain professions are eligible to be shareholders in this corporate entity. Those professions currently eligible to organize under this chapter include: accountants; architects or engineers; attorneys at law; chiropodist-podiatrists; chiropractors; dentists; optometrists; physicians, surgeons, doctors of medicine or doctors of osteopathy; psychologists; veterinarians; registered nurses; any natural person licensed as a real estate salesperson; and physical therapists.
IV. Sole Proprietorship/General Partnership:
Fictitious Name Registration Requirements
Anyone who owns and operates a business with a name other than his or her own legal name must register that fictitious name with the Secretary of State’s office. See Section 417.200 RSMo. This requirement also applies to partnerships operating without otherwise registering with the Secretary of State. The cost for registering a fictitious name is $7. The registration may be accomplished by filling out a form provided by the Corporations Division or by registering online with a credit card at https://bsd.sos.mo.gov/ by selecting “Online Business Services. Fictitious name registrations expire 5 years from the date of filing if the fictitious name was filed on or after August 28, 2004. If the fictitious name was filed before August 28, 2004, the fictitious name registration expires August 28, 2009. For answers to frequently asked questions regarding the registration of fictitious names, click here.
a. Limited Liability Partnerships
Pursuant to Sections 358.440 RSMo et seq., a Missouri general partnership may elect to become a limited liability partnership. The application must include, among other items, the name of the partnership and the number of partners in that partnership as of the date of the application. An initial application by a partnership to register a limited liability partnership expires one year after the date of registration unless renewed. Thereafter a renewal is required annually.
The fee for an initial application is $55 if there are two partners, $80 if there are three partners, and $105 for four or more partners. The basic fee for each subsequent renewal is $105, plus an additional $50 for each new partner added up to a maximum fee of $205.
V. Limited Partnerships
In order to form a limited partnership, a certificate of limited partnership must be filed with the Corporations Division. See Section 359.091 RSMo. All foreign limited partnerships doing business in Missouri are also required to register with the Corporations Division. See Section 359.501 RSMo.
The fee for filing both an original certificate of limited partnership and for registering a foreign limited partnership is $105.
a. Limited Liability Limited Partnerships
A Missouri limited partnership may elect to become a limited liability limited partnership pursuant to Section 359.172 RSMo by filing an application with the Corporations Division. The fee for the initial application to become a limited liability limited partnership is calculated in the same manner as for a limited liability partnership. However, fees are based on the number of general partners, not on all partners. Thus, if there is only one general partner, the initial application fee is $30. This initial application expires one year after the date of issuance unless renewed. Thereafter a renewal is required annually. The fee for each subsequent renewal is also calculated as with a limited liability partnership.
VI. Limited Liability Companies
A limited liability company is formed by filing articles of organization with the Corporations Division. Section 347.039 RSMo sets forth what information must be provided in the articles of organization. A limited liability company may designate one or more "managers" to operate its business or it may choose to operate under the direction of its members. Foreign limited liability companies must register with the Secretary of State in order to conduct business in the state of Missouri.
The fees for LLC filings are listed on the Schedule of Corporation Fees and Charges
under "Chapter 347 RSMo Fees".
NAME AVAILIBILITY
I. Corporations
The name of every Missouri for profit corporation must contain the word "corporation", "company", "incorporated" or "limited" or end with an abbreviation of one of those words.
A person intending to organize a corporation in Missouri, a Missouri corporation intending to change its name, a foreign corporation intending to apply for a certificate of authority to transact business in this state, or a foreign corporation authorized to do business in this state and wanting to change its name may reserve that name by filing an application in writing in the Office of Secretary of State and paying a fee of $25. Upon receipt of this filing and a finding by the Secretary of State that the name is available, it will be reserved for a period of 60 days. See Section 351.115 RSMo. A person may not reserve a name for more than 180 days.
This name must be distinguishable from the name of any other foreign or domestic business entity registered under any law of this state. If the desired name is already in use or reserved, it must be changed to make the desired name distinguishable from the name of that other business entity.
The availability of a corporate name may be checked by telephone; however, telephone name searches are only preliminary and do not guarantee the availability of the name. Upon reserving a name in writing and receiving confirmation of that reservation, that name may be used in forming the corporation.
If a foreign corporation finds that its name is reserved or in use in Missouri as a corporate name, the foreign corporation must adopt an assumed name for use in this state and indicate that name on its application. The assumed name shall then be deemed to be the corporate name of the foreign corporation in this state. The assumed name need not be registered as a fictitious name, provided that the foreign corporation’s actual name shall be used together with its assumed name on documents filed with the Secretary of State. See Section 351.584 RSMo.
II. Other Business Entities
Similar rules apply for all other foreign and domesticated business entities in this state. For instance, a desired name for any such entity may be reserved in advance, and all names must be distinguishable from other names already in use or reserved. Further, the appropriate business entity designations must also be used for each of these other entities.