Missouri Form LLC-12 is the one-page Articles of Amendment that updates your LLC’s formation record with the Secretary of State. You use it when your LLC changes its legal name, changes its stated duration, or needs to correct or update another provision in its original articles of organization. The filing fee is $25, and you can submit it online through the Secretary of State’s Business Filings portal or by mail.1Missouri Secretary of State. Schedule of Fees and Charges
When You Have to File
Missouri law gives you 60 days to file articles of amendment after two specific events: a change to the LLC’s legal name, or a change to the company’s duration (switching from a fixed end date to perpetual, for example, or the reverse).2Missouri Revisor of Statutes. Missouri Code 347.041 – Articles of Amendment, Contents – Amendments Required, When Outside those mandatory triggers, you can file an amendment voluntarily at any time to correct or update anything else in the original articles, provided the change is consistent with your operating agreement.
One important boundary: if the only thing you need to change is your registered agent or registered office, don’t use LLC-12. Missouri has a separate form for that, Corp. 59, with a $10 fee.3Missouri Secretary of State. Statement of Change of Registered Agent and/or Registered Office Filing LLC-12 for a registered agent change will delay the update and cost you more than it should.
Filling Out the Form
The form is short, but the Secretary of State will reject a submission that doesn’t match existing records or leaves required fields blank. Work through it section by section.
LLC Name and Charter Number
In Section 1, enter the LLC’s current legal name exactly as it appears in the Secretary of State’s records. Not a trade name, not an abbreviation. If you’re not certain of the exact spelling, search the Missouri business entity database before you write anything down. The name has to include an approved designator: LLC, L.L.C., LC, L.C., Limited Liability Company, or Limited Company.4Missouri Revisor of Statutes. Missouri Revised Statutes 347.020 If you’re changing the name, the new one needs one of those designators too.
Section 2 asks for the charter number assigned to your LLC when it was formed or registered. You’ll find it on your original articles of organization or through the same business entity database.5Missouri Secretary of State. Missouri LLC-12 Amendment Form
Date of Occurrence
Section 3 is the date the triggering event happened. For a name change, that’s the date your members or managers formally approved the new name. For a duration change, it’s the date the decision was adopted. Use the month/day/year format on the form.
Text of the Amendment
Section 4 is where many filers get sloppy. You need to write out exactly what’s changing, not just note that something changed. For a name change, phrase it something like: “Article 1 of the Articles of Organization is amended to change the name of the limited liability company from [Old Name LLC] to [New Name LLC].” For a duration change, state the old provision and the new one. The statute requires the amendment itself to be set forth in the filing.2Missouri Revisor of Statutes. Missouri Code 347.041 – Articles of Amendment, Contents – Amendments Required, When
Delayed Effective Date
Section 5 is optional. By default, your amendment takes effect the moment it’s filed. If you want the change to start on a future date, such as the first of next month, enter that date. The latest you can push the effective date is 90 days after filing. Leave the section blank for immediate effectiveness.
Authorization
Section 6 asks where the authority for the amendment comes from. Check the operating agreement box if the change is a voluntary update authorized under that document. Check the Chapter 347 box if it’s a mandatory change required by statute, like a name or duration change. The articles of amendment must include this authorization statement.6Missouri Revisor of Statutes. Missouri Revised Statutes 347.041 – Articles of Amendment, Contents – Amendments Required, When
Who Signs
The amendment must be executed by an “authorized person” or someone else authorized under the operating agreement.7Missouri Revisor of Statutes. Missouri Revised Statutes 347.047 In practice, that’s a manager in a manager-managed LLC or a member in a member-managed LLC. Someone with a valid power of attorney can also sign on the LLC’s behalf. The signer provides a handwritten or electronic signature, their printed name, and the date, and the form includes an affirmation that the statements are true, with a reference to the perjury penalties under Section 575.040.5Missouri Secretary of State. Missouri LLC-12 Amendment Form
Submitting and Paying
You have two options to get the completed form to the Secretary of State.
- Online through the Missouri Secretary of State’s Business Filings portal. Online submissions are generally processed faster, and many are recorded immediately. Payment is by credit card.
- By mail to Business Services, P.O. Box 778, Jefferson City, MO 65102. For courier or express delivery that needs a street address, use 600 W. Main St., Missouri State Information Center, Room 322, Jefferson City, MO 65101-0778. Include a check or money order payable to the Missouri Secretary of State.8Missouri Secretary of State. Contact Information
The $25 fee is the same either way. Once the office approves the filing, your amendment becomes part of the LLC’s permanent public record.
If You File Late
The 60-day deadline matters. When the people responsible for executing a required amendment miss that window, the Secretary of State assesses a civil penalty of $10 per day for every day the filing is late, capped at $1,000.9Missouri Revisor of Statutes. Missouri Revised Statutes 347.053 – False Statements in Documents, Action for Damages – Failure to Timely File, Civil Penalty, Waiver – Effect There’s also exposure beyond the late fee: if the filing contains a false statement and someone relies on it in good faith and suffers a loss, both the LLC and the signer who knew it was false can be liable for damages.
After Approval
Filing with the state is only the first step. Depending on what you changed, several follow-ups usually come next.
Update the Operating Agreement
Form LLC-12 asks whether the amendment is authorized under the operating agreement, which tells you the two documents are meant to line up. If you changed the LLC’s name or duration with the state, change the operating agreement to match. A mismatch between internal and filed documents can create problems during audits, loan applications, or member disputes.
Notify the IRS
A legal name change doesn’t automatically reach the IRS. If you’ve already filed a return for the current year, write to the IRS at the address where you filed to report the name change. If you haven’t filed yet, you can report the new name on the next return.10Internal Revenue Service. Business Name Change A name change by itself doesn’t require a new EIN, but certain structural changes might; the IRS points to Publication 1635 for that question.
Update Banks, Licenses, and Contracts
Banks will want a certified copy of the approved amendment, or at least a confirmation from the Secretary of State, before they update your accounts. Call ahead to find out what your bank needs. Then work through state and local business licenses, permits, and tax registrations that reference the old name or other changed information, and give written notice to vendors and contract counterparties so their records stay current.