To form a corporation in Missouri, you file articles of incorporation (Form Corp. 41) with the Secretary of State, and the corporation legally exists as of the date the filing is accepted. The minimum filing fee is $50, and it climbs from there based on the value of the shares you authorize.1Missouri Secretary of State. Starting a Business Missouri Revised Statutes Section 351.055 sets out six items your articles must contain, and leaving any of them out is grounds for rejection.2Missouri Revisor of Statutes. Missouri Revised Statutes 351.055 – Articles of Incorporation, Required Contents, Optional Contents
What Your Articles Must Contain
Corporate Name
The name must include “Corporation,” “Company,” “Incorporated,” or “Limited,” or an abbreviation of one of those (Corp., Co., Inc., Ltd.).3Missouri Revisor of Statutes. Missouri Revised Statutes 351.110 – Corporate Name Requirements It also has to be distinguishable from every other active entity on file with the state, including LLCs and limited partnerships. Search the Secretary of State’s online database before you commit.
Registered Agent and Registered Office
Every Missouri corporation must have a registered agent with a physical street address in the state to receive lawsuits and official notices. The statute requires an “address, including street and number,” which effectively rules out P.O. boxes.4Missouri Revisor of Statutes. Missouri Revised Statutes 351.370 – Registered Office and Registered Agent You can serve as your own agent if you have a Missouri address, or hire a commercial service, which typically runs $90 to $150 per year.
Authorized Shares
State the total number of shares the corporation may issue. If that total exceeds 30,000 shares or $30,000 in par value, you must also break down the classes, note which have par value and which do not, and describe any special rights or restrictions.2Missouri Revisor of Statutes. Missouri Revised Statutes 351.055 – Articles of Incorporation, Required Contents, Optional Contents Because Missouri’s filing fee is tied to authorized share value, it pays to think carefully about how many shares you actually need at the outset. You can amend the articles later to authorize more, but that requires an additional filing and fee.
Incorporator Information
At least one incorporator must sign, and the articles must list each incorporator’s name and physical business or residence address.2Missouri Revisor of Statutes. Missouri Revised Statutes 351.055 – Articles of Incorporation, Required Contents, Optional Contents The incorporator does not have to be a future shareholder or director; the role is essentially a signatory function to get the corporation on file.
Duration
State how long the corporation will exist. The answer can be a set number of years or “perpetual.” Almost every corporation chooses perpetual.2Missouri Revisor of Statutes. Missouri Revised Statutes 351.055 – Articles of Incorporation, Required Contents, Optional Contents
Purpose
Describe what the corporation is formed to do. Most incorporators use a broad statement like “any lawful purpose” so a future pivot doesn’t push the business outside its stated authority. A narrow purpose clause can create problems down the road.
Optional Provisions Worth Including
Section 351.055 also lists provisions you may add. Two are worth thinking about at formation rather than later.
Naming the initial board of directors in the articles is optional. If you name them, those directors can call the organizational meeting and adopt bylaws. If you don’t, the incorporators hold that meeting and elect the board first.2Missouri Revisor of Statutes. Missouri Revised Statutes 351.055 – Articles of Incorporation, Required Contents, Optional Contents For a small closely held corporation, the difference is mostly procedural.
You can also include a clause limiting directors’ personal liability for monetary damages in breach-of-fiduciary-duty claims. Missouri permits this, but the protection does not cover a director’s breach of loyalty, intentional misconduct, knowing violation of law, or personal enrichment from a transaction.2Missouri Revisor of Statutes. Missouri Revised Statutes 351.055 – Articles of Incorporation, Required Contents, Optional Contents Adding it now is easier than amending the articles later.
How to File and What It Costs
You can file online through the Secretary of State’s business portal at bsd.sos.mo.gov, and many online filings are processed immediately. Form Corp. 41 is also available as a PDF on the Secretary of State’s forms page if you prefer to file by mail.5Missouri Secretary of State. Business Services6Missouri Secretary of State. Fees and Forms
Mailed filings go with a check or money order payable to the Secretary of State. Regular mail: Corporations Unit, P.O. Box 778, Jefferson City, MO 65102. Express or overnight: Corporations Unit, 600 W. Main St., Room 322, Jefferson City, MO 65101-0778.7Missouri Secretary of State. Contact Corporations Mailed filings take considerably longer because of delivery time and manual processing.
How the Fee Is Calculated
The base fee is $50, which covers the first $30,000 of authorized shares. Above that, you pay $5 for every $10,000 (or fraction of $10,000) in authorized share value.1Missouri Secretary of State. Starting a Business
For shares with par value, multiply the number of authorized shares by the par value per share. For no-par shares, the state assesses each share at $1.8Missouri Secretary of State. Business Entities Recognized by Missouri Law So authorizing 100,000 no-par shares gives an assessed value of $100,000: $50 for the first $30,000, plus $5 for each of the remaining seven $10,000 increments, for $85 total. Keeping the initial authorization modest saves money now, and you can always increase it later.
Preclearance Review
If you want the Secretary of State to check your draft before you file, Missouri offers a preclearance examination for $55. The office reviews the proposed articles and reports whether they meet statutory requirements.9Missouri Secretary of State. General Services and Filings Preclearance is a separate step and does not itself create the corporation. It’s most useful when the articles include unusual share structures or optional provisions.
What to Do After the Articles Are Accepted
Acceptance is the legal birth of your corporation. Several things need to happen right after to make the business operational.
Get an EIN From the IRS
Your corporation needs a federal Employer Identification Number before it can open a bank account, hire employees, or file tax returns. The fastest route is the online application at irs.gov, which issues the number immediately. Form SS-4 by fax or mail also works but takes longer.10Internal Revenue Service. Instructions for Form SS-4 You’ll need the corporation’s legal name and address and the name and Social Security number of a responsible party.
Hold the Organizational Meeting and Adopt Bylaws
If the articles named directors, those directors hold the organizational meeting to adopt bylaws, appoint officers, and handle other startup business. If the articles did not name them, the incorporators hold the meeting and elect the board first. Missouri law gives the initial board the power to adopt the original bylaws.11Missouri Revisor of Statutes. Missouri Revised Statutes 351.290 – Bylaws Bylaws are the corporation’s internal operating rules and are not filed with the state.
Decide on S-Corporation Tax Treatment
By default, your corporation is taxed as a C-corporation, meaning the business pays its own income tax and shareholders pay again on dividends. If you qualify, you can elect S-corporation status by filing IRS Form 2553 within two months and 15 days of the start of the tax year in which you want the election to take effect. Miss that window and you generally wait until the next tax year, unless the IRS accepts a late election for reasonable cause.
Open a Business Bank Account
Banks typically ask for your filed articles (or a certificate of good standing), your EIN, and identification for anyone authorized to use the account. Keep personal and corporate finances separate from day one; commingling is exactly the kind of evidence courts use to pierce the corporate veil and hold shareholders personally liable for corporate debts.
File Annual Registration Reports
Missouri requires every corporation to file an annual registration report. For corporations formed on or after July 1, 2003, the report is due by the end of the month the corporation was incorporated. Late filings carry a $15 penalty for every 30-day period the report is overdue. Ignore it long enough and the state administratively dissolves the corporation, which loses its legal authority to do business.9Missouri Secretary of State. General Services and Filings Put the anniversary month on your calendar the day you file your articles.