A limited liability company (LLC) is a type of business structure that is intended to protect a company’s owners’ personal assets from liability for the company’s debts or lawsuits. If there is a legal issue or dispute, the money will have to come from the LLC’s resources, and not from the owner’s personal income. Missouri has its own specific laws on how to create an LLC that you have to follow if you are interested in setting up your business this way.
To set up an LLC in Missouri, you have to file paperwork with the Missouri Secretary of State. However, before you can fill out the paperwork, your organization will need to make several important decisions. For instance, you will need to decide if the company will be run by an owner (also known as a member) or by a manager.
If you want the company to be led by a manager, that manager does not have to be a member of the LLC. You also need to find and designate a registered agent who can accept service of paperwork. The registered agent can be a person or a company located in Missouri, but they must have a business office that is the same as the LLC’s. Lastly, after filing, the company will need an operating agreement that outlines how the company is organized and run.
The Missouri Secretary of State has different filing requirements for in-state, or domestic, and out-of-state, or foreign, LLCs. However, all paperwork can be filed online or via mail. Domestic LLCs are required to file Articles of Organization. For the Articles of Organization, you will be required to state the name of the company, as well as the purpose for which you are creating the company.
You will also be required to list the name and address of the registered agent, and state whether you want the LLC managed by a manager or member. The paperwork will also ask how long you believe your LLC will last or in what situation you wish the to be LLC dissolved. Finally, the last thing that will need to be listed on the paperwork is the name and address of the organizer, who is the person who has put together the paperwork for the LLC.
Foreign LLCs will be required to complete and submit an Application of Registration. The form will ask for the company’s name and what other name, if any, the company will be using in Missouri. You will also need to provide the location and date the company was formed as an LLC.
Similar to the form for Articles of Organization, the Application of Registration will inquire about the purpose of the company and the kind of business it wants to do in Missouri. You will also be required to state the name and address of the registered agent, as well as the address for the LLC’s office. Along with the Application of Registration, you will also need to submit a certificate of good standing from the original state.
Unlike many other states, Missouri does not require LLCs to file annual reports. Members of an LLC in Missouri can transfer membership interests easily. This can make it easier for the business to pivot and make adjustments quickly in the event that such decisions become necessary.
Generally speaking, LLCs have certain advantages when compared with other types of business structures. For example, LLC members may be shielded from being personally liable in connection with debts or actions stemming from the company itself. If the LLC runs into issues with debt, creditors are not allowed to access the individual LLC members’ assets to pay for the debt.
Additionally, LLCs are often able to take advantage of various tax benefits and breaks that are typically associated with partnerships, sole proprietorships, and other forms of businesses. This can help make it easier to manage business taxes over time.
In the state of Missouri, if an LLC is managed by a manager, then that manager will be personally responsible for any state taxes owed by the LLC. The same is also true for members who manage a member-managed LLC. This is one of the few situations where, even with an LLC, personal assets can be used to pay off a debt.
Lastly, LLC members may experience certain restrictions that are not present in other corporate business structures. For instance, their control over the organization and over the decision-making process may be more limited. They may also have limitations in connection with their financial rights and contributions to the company.
LLC formation is not easy, and it is a good idea to consult with a Missouri business lawyer if you are looking to create an LLC. Speaking with a local business lawyer can be extremely helpful, and an attorney can also represent you in court if needed.