This article will explain everything you need to know about incorporating your business in the State of Missouri, which is a fairly straightforward process. At SunDoc Filings, we are a business filing company, which specializes in incorporating businesses in all 50 states, including Missouri. Choose us to handle any or all of your filing paperwork on your behalf.

While it is not essential to have an attorney on your side when filing incorporation paperwork, it may be beneficial to you to speak with a professional for consultation on select related matters. This article should not be construed as tax, accounting, or legal advice of any kind when it comes to incorporation. Always speak to a licensed professional when obtaining specific advice catered to your own situation.

Overview

When creating your corporation, you’ll need to pay a filing fee in order to file your articles of incorporation with the Missouri Secretary of State. You will also need to choose a company name that is available with the Secretary of State of Missouri. 

You’ll need to know what specific type of corporation you’ll be incorporating, who your registered agent will be, and where your corporate address will be. Additionally, you may have to state the number of shareholders you’ll have (depending on your corporation type), and you will definitely need to know how many shares you’ll authorize the corporation to issue.

Outside of the filing itself, you must know who any directors your corporation will have are and who the corporate officers will be. At your first Board of Directors meeting, you will appoint officers. These officers are not required to be listed in your articles of incorporation when you file. At your Board of Directors meeting, you will also adopt your corporate bylaws, which again, are not necessary to be filed with the state of Missouri. However, both your bylaws and your appointed officers will need to be kept in your own records.

Another thing you’ll be required to have is an EIN. This is a federal tax ID number or employer identification number. This number can be obtained from the IRS at no charge.

Incorporating

Most corporations are General Stock Corporations. These have an unlimited potential number of shareholders. You may also choose to set a limit of shareholders in your articles (not to exceed 35) by choosing to be a Close Corporation. Finally, mandated by the State of Missouri are Professional Corporations, which are for specific types of professionals only.

When filing, you may choose to create your own specific forms, drawn up from scratch by your attorney, or you may prefer to use the forms supplied by the State of Missouri, which are available for download online. The forms supplied by Missouri meet all minimum requirements for the Missouri Corporations Code.

For example: The default articles of incorporation limit the corporation to 1 class of shares. If you desire, this can be changed in a customized document. In a similar vein, initial directors can be named in the articles as long as all directors are included. All directors must sign the document as well. 

All corporations are required to have 3 officer positions: President, treasurer, and secretary. If desired, it is possible for one person to fill every one of these roles. A minimum of three directors is generally mandated for Missouri corporations, except in specific cases where the shareholders are less than 3 or where no shares have been issued. Typically, the bylaws will describe the number and limit of directors. This is true unless these things are stipulated in the articles of incorporation.

You can only change the articles of incorporation by filing an amendment with the state. However, bylaws can usually be amended by a vote of directors and shareholders in a formal meeting. Times and methods of meetings, powers of directors, and other essential stipulations should be set forth in the corporate bylaws, in accordance with relevant provisions of Missouri law. At all meetings, minutes need to be kept.

A Corporate Records Book is where a corporation stores bylaws, company documents, stock papers and meeting minutes. Corporate Kits are useful compilations of standard documents to run the corporation, customized to your state and including such things as stock certificates, a corporate seal embosser, meeting minutes and such. SunDoc can supply you one if you wish, see our Missouri Corporate Kit page.

Registered Agent

Every Missouri corporation is required to have a registered agent, a company or individual reliably available at a known address during business hours, for legal and other communications from the state. This is another service provided by SunDoc to help you outsource your company routine. For full information, see our article: What is a Registered Agent? Why Do I Need One?

Name Search

The name you submit to the state in your articles of incorporation must be clearly available for you to use in the State of Missouri according to the records of the Secretary of State. If not, your filing will be rejected. The name cannot be such as to mislead the public in some way, or resemble another so closely as to lead to deception. There are other statutory requirements also.

Both to comply with the law, and of course for your own best branding, you should spend some effort developing your company name. You can run name searches yourself, or SunDoc is able to perform name searches or reserve your corporation name for you.

EIN

You’ll need an EIN (employer identification number), which can be applied for by submitting Form SS4 to the IRS. There is no charge for this. Additionally, SunDoc can apply for your EIN on your behalf. Check out the EIN page to find out more.

Next Steps

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