Do I need a lawyer to Incorporate in Missouri? |
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The short answer is no.
The state of Missouri does not legally require a lawyer to form a
Missouri Corporation.
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The short answer is no.
The state of Missouri does not legally require a lawyer to form a
Missouri Corporation.
Our detailed Incorporation Information page may help you understand some
of the implications of forming a Missouri Corporation.
However, if there is anything about Incorporating in Missouri
that you're not sure about you should seek the advice of a competent Missouri lawyer, a Missouri accountant,
or both before you Incorporate in Missouri.
Once you have made the decision to Incorporate in Missouri, a Missouri lawyer
can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents
to perform these services and save money that you can use in your new Missouri Corporation.
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Do I have to Reserve a Company Name before I Incorporate in Missouri?
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You are not legally required to reserve a Company Name for a new Missouri Corporation before you submit your application to Incorporate in
Missouri.
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You are not legally required to reserve a Company Name for a new Missouri Corporation before you submit your application to Incorporate in
Missouri.
Whether or not you need to reserve a company name for your new Missouri Corporation depends entirely on your business situation.
The Missouri Secretary of State uses names on a first come first served basis.
So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that Missouri Company Name.
Click here for more information on
Missouri Company Name Reservation
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What if the Missouri Corporation Name I want is already taken?
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If the Name you have chosen for your new Missouri Corporation is already in use by a currently active
Missouri Corporation or LLC, and you still want to use that Corporation Name, then you will have to register a DBA Name with the Missouri Secretary of State. "DBA" is an abbreviation for "Doing Business As."
In Missouri a DBA Name is called a Fictitious Name.
We verify that the Name you have chose for your new Missouri Corporation is available before we submit
your Incorporation filing to the Missouri Secretary of State.
If necessary we can register a Fictitious Name in Missouri for you so that you can open your new Missouri business as quickly as possible.
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What do I have to do to Incorporate in Missouri?
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8 things you have to do in order to Incorporate in Missouri.
1. Choose a name for your Missouri Corporation
2. Select an official address and a Registered Agent for your Missouri Corporation
3. Choose a Board of Directors for your Missouri Corporation
4. Decide who will be Officers for your Missouri Corporation
5. Determine how you want your Missouri Corporation to be taxed
6. File Articles of Incorporation with the Missouri Secretary of State
7. Get a Federal Employer Identification Number (FEIN)
8. Issue Stock Certificates to the Initial Shareholders
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1. Choose a name for your Missouri Corporation
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Your Missouri Corporation name can identify the type of products and services your business will provide;
or it may be the name of the founder; or it can be a combination of the two or something else.
In any case, the Missouri Corporation name that you choose must be distinguishable from the name of any other registered Missouri Corporation or other
business entity and the name must also be different from any reserved names on record with the state of Missouri.
Your Missouri Corporation name must not imply that it was formed for a purpose other than that stated in your
Articles of Incorporation;
and your Missouri Corporation name must not be a name that is likely to mislead the public.
The name of a Missouri Corporation must include the word "Corporation" or
"Incorporated" or an abbreviation of one of these words.
It's important to choose a good name for your Missouri Corporation because if you want to change it after you incorporate you
will have to file amended Articles of Incorporation with the Missouri Secretary of State (and pay a fee).
We will:
- Check to make sure that your Missouri Corporation name is available
- Make sure your Missouri Corporation name conforms to state of Missouri regulations
- Reserve your Missouri Corporation name with the Missouri Secretary of State
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2. Select an official address and a Registered Agent for your Missouri Corporation
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Every Missouri Corporation must have an address that is physically located in the state of Missouri.
This address is "registered" with the Missouri Secretary of State.
The Registered Address is where official and legal correspondence can be delivered.
The individual or company that is registered with the state of Missouri to receive all correspondence on behalf of the Missouri
Corporation is called a "Registered Agent".
You may act as your own Registered Agent, however, many Missouri Corporations hire a Registered Agent because they don't have a physical
address within the state of Missouri or to provide a distinct level of privacy.
- We can act as the official Registered Agent for your Missouri Corporation.
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3. Choose a Board of Directors for your Missouri Corporation
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All Missouri Corporations are required to have a Board of Directors.
Directors are the people who will set policies for your Missouri Corporation and manage the business and its resources.
In the majority of small corporations directors are the owners.
The Articles of Incorporation or Corporate Bylaws may define specific qualifications for Directors.
The Board of Directors is responsible for creating rules, approving budgets and distributing profits to shareholders.
One of the most important duties of the Board of Directors is electing Officers for your Missouri Corporation.
The same person may be a Director and an Officer at the same time.
Directors need not be residents of the state of Missouri or shareholders of the Missouri Corporation unless the Articles of Incorporation
or Bylaws require it.
Normally Directors for your Missouri Corporation are elected for a term of one year.
Elections are held at the annual meeting of Shareholders.
The Directors serve until the next annual Shareholders meeting.
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4. Decide who will be Officers for your Missouri Corporation
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The Board of Directors elects Officers for your Missouri Corporation in accordance with the Corporate Bylaws and Articles of Incorporation.
Officers serve at the pleasure of the Board of Directors of the Missouri Corporation.
Officers handle the day to day operation of the Missouri Corporation.
Unless specifically prohibited by the Corporate Bylaws or Articles of Incorporation, in a Missouri Corporation
the same person may hold more than one Corporate Office at the same time.
However, there are certain legal affairs in which the same person cannot act in more than one capacity.
One Officer - usually the Secretary - is given responsibility for preparing Minutes of Directors and Shareholders meetings
and for authenticating records for the Missouri Corporation.
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5. Determine how you want your Missouri Corporation to be taxed
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The Missouri Corporate Income Tax Rate is 6.25%.
You may form an S Corporation in Missouri.
S Corporations may "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable
personal rate.
S Corporations do not pay any Missouri Corporate Income Tax.
Missouri Corporations that have more than $1 million worth of assets in the state of Missouri must also pay a Missouri Corporation Franchise Tax.
The Missouri Corporation Franchise Tax is based on the par value of the Missouri Corporation’s outstanding shares.
Click here for more Missouri Corporate Tax Information .
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- If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Missouri Corporation and include it with
your Incorporation documents.
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6. File Articles of Incorporation with the Missouri Secretary of State
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In order to form a Corporation in Missouri you must file Articles of Incorporation with the Missouri Secretary of State.
The Articles of Incorporation must include certain specific information about your Missouri business. If the Articles do not conform exactly to state of Missouri requirements they will be rejected.
You may subsequently amend the Articles of Incorporation for your Missouri Corporation but you will have to pay a fee to the state of
Missouri in order to make the changes official.
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7. Get a Federal Employer Identification Number (FEIN)
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A Federal Employer Identification Number, also known as a Federal Tax Identification Number, is used by the IRS to identify a
business entity.
An FEIN is like a Social Security Number for your Missouri Corporation.
All Missouri Corporations are required to have an FEIN.
- We can obtain an FEIN for your Missouri Corporation.
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8. Issue Stock Certificates to the Initial Shareholders
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Corporate stock is evidence of ownership of a Missouri Corporation.
When you form your Missouri Corporation, you will need to determine what type of stock and the number of shares of each type that
you want to authorize.
You do not have to sell the number of shares that are authorized.
Many small Missouri Corporations hold 100% of the shares.
Stockholders in a Missouri Corporation are entitled to voting rights or dividends of the Corporate profits or both.
Whoever owns over 50% of the stock of the Missouri Corporation is able to make all Corporate business decisions.
Missouri Corporations usually hold at least 51% of the corporate stock in order to retain control of the Missouri Corporation.
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What do I have to do after I form my Missouri Corporation? |
6 things you have to do after you Incorporate in Missouri.
1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
2. Open a Business Bank Account in Missouri for your MO Corporation
3. Obtain Business Licenses from the cities and counties in which you plan to do business
4. Hold Meetings of Shareholders and Directors of each year.
5. File the required Missouri Corporation reports
6. Keep proper records of your Missouri Corporation on file
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1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
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The Board of Directors holds an initial meeting to elect Officers, authorize issuance of stock and adopt the Corporate Bylaws.
Bylaws are the internal rules of your Missouri Corporation.
They are adopted by the Board of Directors and vary widely from Corporation to Corporation.
Commonly bylaws include the number of seats on the board of directors; how Directors are elected; how meetings of Directors and
Shareholders are to be conducted; what Officers the Missouri Corporation will have and a description of each of their duties.
As your company grows over time, you may amend your bylaws as necessary.
Bylaws generally cannot be amended by the Board of Directors unilaterally.
A vote by the majority of Stockholders of the Missouri Corporation is usually required to amend the Corporate Bylaws.
Bylaws may include any rules for managing the business and conducting corporate affairs.
Almost anything may be written into the Bylaws, however, the Bylaws must not be in violation of any federal or Missouri law or
the Missouri Corporation's Articles of Incorporation.
A copy of the Corporate Bylaws should be maintained at the Corporation's principal Missouri office.
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2. Open a Business Bank Account in Missouri
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It's very important that you have a separate business bank account for your Missouri Corporation.
Mixing personal and business funds can get you in a lot of trouble with the tax man down the line.
It's a good idea to contact the bank before you open a business bank account.
Specific requirements vary from bank to bank.
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3. Obtain Business Licenses from the cities and counties in which you plan to do business
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- We can research and prepare the necessary forms for your required business licenses and permits and include
them in your Missouri Incorporation package.
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Note that forming a Missouri Corporation doesn't take the place of obtaining a business license, tax
registration certificate, or other required business permits.
A Missouri Corporation merely creates an ownership structure that limits the owners' personal liability.
You may still need to take care of getting set up to do business with your local government.
Depending on the nature of the business and the location of your Missouri Corporation you may need to get one or more city
business licenses or permits.
The business licenses or permits that are required for your Missouri Corporation vary depending on your business activities
and the specific locations within the state of Missouri in which you want to conduct business.
If your Missouri Corporation will be selling products in Missouri you may be required to obtain a Reseller's Permit from the appropriate
Missouri state agency.
If your Missouri Corporation will be selling products in Missouri you will also be responsible for all applicable local and state of Missouri
sales taxes if there are any.
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4. Hold Meetings of Shareholders and Directors of each year.
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Every Missouri Corporation must hold corporate and shareholder meetings, at least annually, and must keep minutes of each meeting
on file.
A copy of the minutes is evidence that the meetings took place and includes all resolutions that were adopted.
The minutes of each meetings must be open for inspection by any Shareholder or Director.
This meeting requirement is often overlooked and comes into play when the Missouri Corporation is challenged for any reason.
Keeping proper meeting minutes and documenting resolutions made and approved by the Directors is a formality that could save your
Missouri Corporation a lot of potential trouble.
- We can transcribe the minutes of any meeting of your Missouri Corporation into a form that complies with all
state of Missouri requirements.
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5. File the required Missouri Corporation reports
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| The Missouri Secretary of State requires all new Missouri Corporations to file a Registration Report within 30 days of the date on which the MO Secretary of State approved the new Missouri Corporation's Articles of Incorporation. | Every Missouri Corporation is required to file a Registration Report with the Missouri Secretary of State EACH year.
A Missouri Corporation may elect to file its Registration Report with the MO Secretary of State every two years but still has to pay the yearly Missouri Corporation Registration Report fee.
The Missouri Corporation Registration Report is due at the Missouri Secretary of State by the end of the third month after the anniversary date on which the Missouri Corporation was first approved by the Missouri Secretary of State.
For example, if the MO Corporation was approved by the Missouri Secretary of State on April 15 then the Corporation Registration Report is due at the Missouri Secretary of State EACH year by the end of June.
If The Missouri Corporation elects to file its Corporation Business Registration every two years then the Missouri Corporation Business Registration is due at the Missouri Secretary of State every other year by the end of the third month after the anniversary date on which the Missouri Corporation was first approved by the Missouri Secretary of State. | If a Missouri Corporation does not file its Corporation Annual Report with the Missouri Secretary of State by the due date, that MO Corporation will be subject to late fees imposed by the Missouri Secretary of State. The late fees imposed by the MO Secretary of State on the Missouri Corporation increase each month that the Missouri Corporation Annual Report is late.
Failure to file a Missouri Corporation Annual Report will result in administrative dissolution of the Missouri Corporation's charter.
Once the charter of a Missouri Corporation is revoked by the MO Secretary of State it is illegal for that Missouri Corporation to conduct business in the state of Missouri. |
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We can fill out and file your Initial Annual Report with the Missouri Secretary of State and include confirmation of filing
with your Corporation documents.
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We can fill out and file any Registration Report with the Missouri Secretary of State after your Missouri Business gets going.
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6. Keep proper records of your Missouri Corporation on file
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Keep the following records on file and available at the principal business office of your Missouri Corporation:
- Names and addresses of all Directors and Officers of the Missouri Corporation
- Articles of Incorporation for the Missouri Corporation and any Amendments to them
- Corporate Bylaws for the Missouri Corporation and any Amendments to them
- List of current shareholders of the Missouri Corporation.
If shareholders change, keep a record of old shareholders and how stock was transferred.
- Minutes of all Meetings of Shareholders and Directors
- Copies of any Corporate Resolutions which have been adopted by the Missouri Corporation
- Copies of all tax returns and Annual Reports for the Missouri Corporation for the last 3 years
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What information do I need in order to Incorporate in Missouri? |
In order to Incorporate in Missouri you'll need certain specific information about your new Company
including the Corporation name and address; and Registered Agent information.
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In order to Incorporate in Missouri you'll need the following information about your new Company:
- The name of your new Missouri Corporation along with your second choice of a name in case the name that you want is not available
- Physical addess of the Corporation office in Missouri (not a PO Box)
- Name and address of your Missouri Registered Agent (not a PO Box)
- A description of the nature of the business you are planning to operate with the Missouri Corporation
- Names and addresses of the initial Directors of the Missouri Corporation
- The number of shares of stock that the Missouri Corporation will be authorized to issue
- The par value of the shares which the Missouri Corporation will be authorized to issue
Remember - ALL the information that you provide when you Incorporate in Missouri becomes part of the public record.
Our data entry forms include the absolute minimum amount of information that is required in order to Form a new Corporation in Missouri.
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How long does it take to Incorporate in Missouri? |
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Processing times for new Missouri Corporation applications vary depending on the work load of the
Secretary of State's staff.
We've found that normal processing of new Missouri Articles of Incorporation takes the state around 1-3 business days.
Add 2-3 days for the time period for shipping the final documents by mail.
Choosing our Express Mail option can shave a couple of days off the total processing time for your Missouri LLC.
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PLEASE NOTE: WE CANNOT GUARANTEE MISSOURI SECRETARY OF STATE PROCESSING TIMES.
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We are dependent on, and have no control over, the staff and systems of the Missouri Secretary of State.
In our experience 1-3 business days is the time it usually takes the Missouri Secretary of State to process
a new Missouri Corporation application.
We get your Missouri Corporation application to the MO Secretary of State ASAP.
Once it is at the state we have no control over the new Missouri Corporation application process.
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Are there any Expedited Processing Options for new MO Corporation Filings?
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| The Missouri Secretary of State does not offer expedited processing options for a new Missouri Corporation filing. |
How much does it cost to Incorporate in Missouri? |
The state of Missouri charges $68.00 to Incorporate in MO.
This is the cost of filing and getting a Certified Copy of your Articles of Incorporation from the MO Secretary of State.
If you choose All Business Documemnts to help you Incorporate in Missouri our processing fees are $125.00.
We start processing your new Missouri Corporation order as soon as we get it.
Total cost includes:
- MO Name Check and Reservation
- Prepare Articles of Incorporation
- File Articles of Incorporation with the Missouri Secretary of State
- Certified Copies of Articles
- Missouri Corporation Checklist
- Priority Mail Delivery
- Unlimited Customer Support
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What is a Missouri Professional Corporation? |
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Generally, if you are required to obtain some kind of license before you can market your skills in the state of Missouri then you will
most likely need to form a Missouri Professional Corporation.
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Generally, if you are required to obtain some kind of license before you can market your skills in the state of Missouri then you will
most likely need to form a Missouri Professional Corporation.
Attorneys, architects, engineers, public accountants, nurses and physicians, among others, may require registration as a Professional
Corporation with the Missouri Secretary of State.
Depending on exactly what it is that you want to do in Missouri, approval from a specific Missouri state agency or board may be required before the MO Secretary of State will approve a new
Missouri Professional Corporation filing.
This could add to the total processing time for a new Missouri Corporation.
Click here for more information on a
Missouri Professional Corporation.
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Missouri Foreign Corporation Qualification |
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You want to do business in the state of Missouri but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of Missouri you must register with the Missouri Secretary of State as
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You want to do business in the state of Missouri but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of Missouri you must register with the Missouri Secretary of State as
a Missouri Foreign Corporation.
The process of registering as a Foreign Corporation in the state of Missouri is called Missouri Corporation Foreign Qualification.
The process of Missouri Corporation Foreign Qualification is similar to the process of forming a Domestic Corporation in the state of Missouri.
Your original formation documents (usually called Articles of Incorporation) and Corporate Bylaws apply to your Missouri Foreign Corporation.
The Board of Directors and Officers of your Domestic Corporation have the same roles in the Missouri Foreign Corporation.
Click here for specific requirements for
Missouri Corporation Foreign Qualification.
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