Missouri Limited Liability Companies

A limited liability company, or an LLC, in Missouri offers more legal protection compared to partnerships and sole proprietorships operating under the doing business as (DBA) umbrella. A Missouri LLC might be easier to manage than a corporation because a corporation requires annual filings with the Secretary of State’s office.

Many small businesses find that operating as a Missouri LLC is much simpler. LLCs provide limited liability for the owners and don’t require additional annual filings and official annual meetings of a corporation. LLCs offer flexible taxation options, allowing them to be taxed as a sole proprietorship, partnership, or S-Corporation. A Missouri LLC also protects the owner’s personal assets if legal challenges arise.

Before creating any business entity like a Missouri LLC, we recommend consulting both an attorney and a certified public accountant to understand the individual tax implications and make the best choice for your business. Setting up your business properly is vital to protect it legally and financially.

Articles of Organization for a Missouri LLC

To form a Missouri LLC, you must file articles of organization with the Missouri Secretary of State’s office. This includes some basic information, such as:

• The Missouri LLC’s name
• The LLC’s purpose, which should be general and allow for flexibility
• The name and address of the LLC’s registered agent
• Whether the LLC will be member-managed or manager-managed
• The LLC’s duration, whether it will be perpetual or for a specified period
• The name and address of each organizer
• The effective date of the articles of incorporation, which can be on filing or a future date
• The signature of the organizer
• Stipulations for how the LLC may be dissolved

Operating Agreement for a Missouri LLC

An operating agreement outlines how the Missouri LLC operates. It also designates the owners of the LLC (owners of a Missouri LLC are called members). The operating agreement shows how much of the company each member owns using percentages (such as Member A owns 60%, Member B owns 20%, and Member C owns 20%, as an example). 

One common problem we see when someone registers a Missouri LLC is that many business owners forget they need an operating agreement. The operating agreement is the only way to verify who owns a Missouri limited liability company. An operating agreement can prevent chaos and problems if internal disagreements arise in the future.

Registered Agent of a Missouri LLC

The Missouri limited liability company’s registered agent is the official contact person for the LLC. The registered agent acts as the representative for the company in legal matters.

Manager-Managed Missouri Limited Liability Company

A limited liability company designated as “manager managed” means a manager or multiple managers run the company. The operating agreement of the Missouri LLC would outline what actions the manager could take without the consent of the owners, such as daily tasks, signing contracts, and other tasks.

However, major decisions such as a sale of the company would require the signature of all members (owners) of the company. Being managed by a manager or group of managers can be more convenient for Missouri LLCs operating in an industry where the signature of the LLC is required often and it would be tedious to have all members (owners) sign every contract or agreement of the company.

Member-Managed Missouri Limited Liability Company

A member-managed LLC means that all members (owners) run the operations of the company. Certain day-to-day, ordinary tasks could be accomplished by a lone member or the appointment of a manager to conduct daily operations. However, all contracts or agreements would require the signature of all members or consent by an unavailable member, giving the other members authority to sign or act on that absent member’s behalf.

Missouri LLC Federal Employer Identification Number (EIN)

A Missouri LLC requires a Federal Employer Identification Number (EIN) If the LLC is not owned as a sole proprietorship operating under the owner’s individual Social Security number. We recommend having a discussion with a licensed CPA before applying for the EIN through the IRS to ensure you are making the best decisions concerning how your company should be taxed.

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