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LeapLaw's 50 State Blawg  > Missouri
Sponsored by:
Corp-Link Services, Inc.
Corp-Link Services, Inc.
118 W. Edwards Street
Suite 200
Springfield, IL 62704
www.corp-links.com
Phone: (217) 789-7550
Toll Free: (888) 927-7550
Fax: (217) 789-7570



National Corporate Services, Inc.
National Corporate Services, Inc.
2 Club Centre Court
Suite 5
Edwardsville, IL 62025
www.ncservices.com
Phone: (618) 656-3791
Toll Free: (866) 416-6274
Fax: (618) 656-3795




Search posts for:

Basics Box: Missouri
Secretary of State
Status Search and Name Availability
Forms
  • Fax File:
  • UCC: No
    Corporate: Yes (credit card info can be put on cover sheet - include card #, expiration, billing address, name and phone number)
  • E File:
  • UCC: Yes
    Corporate: Yes (annual reports only
  • Expedited Services:
  • UCC: (file online)
    Corporate: No
  • Name Reservations:
  • 60 days (renewable; but no longer than 180 days)
  • Preclearance:
  • Yes ($55.00 service fee)
    Advantages of Choosing NRAI as Your Registered Agent (Missouri)
    Apostilles and Authentications (Missouri)
    Contact Information Missouri Secretary of State
    Domestic Corporate Dissolution (Missouri)
    Domestic Corporation Summary (Missouri)
    Foreign Qualification Summary (Missouri)
    LLC - Formation Summary (Missouri)
    Recommended Service Company (Missouri)
    UCC Filings (Missouri)

    Advantages of Choosing NRAI as Your Registered Agent (Missouri)
    NRAI offers the most comprehensive suite of registered agent and entity management services available anywhere. Services are available in all 50 states, the District of Columbia and in most International Jurisdictions and include:

  • Comprehensive Nationwide and International Registered Agent Network

  • Registered Agent and Registered Office in all locations

  • Telephone and e-mail notification of Service of Process

  • Free delivery of all Service of Process via express courier

  • Computerized tracking of Service of Process

  • Forwarding of all official communications received including tax forms

  • Customized electronic tax calendar

  • Full access to NRAI Document Library and website tools

  • Convenient annual invoicing for all company groups, resulting in one common renewal month selected by the client

  • Representation as agent under contract such as loan agreements, etc.

  • Nominee Officer and Director and Holding company services

  • Special representation under specific statutes such as insurance, banking, broker dealer, real estate, etc.

  • Special Purpose Entity Services such as Independent Director/Member/Trustee

  • Annual Report filings services (ARMS)

  • Electronic annual report filing in some jurisdictions

  • Access to the NRAI Affiliate Network of over 500 services professionals

  • And more………

    NRAI offers the most competitive rates and in most instances can provide substantial savings over your existing service with an upgrade in responsiveness and service. To learn more about NRAI services, contact either NRAI or NRAI Affiliate Network members.

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  • Apostilles and Authentications (Missouri)
    The Missouri Secretary of State can apply apostilles or authentications only to documents notarized by a Missouri notary. The notarized documents must have the proper notarization on the document including the notarial paragraph, notary's signature and seal.

    Together with a letter stating what country the documents will be sent to and all necessary contact information, notarized documents should be sent to:

    Commissions
    Secretary of State's Office
    600 West Main, Room 367
    Jefferson City, MO 65101

    Fee: $10 per document, payable by check, money orders and MasterCard/Visa.

    For MasterCard/Visa, the following must be included in the letter: your name exactly as it appears on the credit card, credit card number, expiration date and approval for the office to charge the account. Documents sent by special delivery using a credit card number must include a completed air bill.

    Documents will be returned regular mail unless there is a pre-paid envelope with an addressed air bill included with the documents.

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    Contact Information Missouri Secretary of State
    Office of the Secretary of State
    State Capitol, Room 208
    Jefferson City, MO 65101

    Phone: (573) 751-4936

    Email: SOSmain@sos.mo.gov

    Business Services

    Corporations
    James C. Kirkpatrick State Information Center
    PO Box 778
    Jefferson City, MO 65102-0778
    or
    600 W Main St.
    Missouri State Information Center, Room 322
    Jefferson City, MO 65101

    Phone: (573) 751-4153
    Toll Free: (866) 223-6535
    Fax: (573) 751-5841

    Uniform Commercial Code (UCC)
    State Information Center
    PO Box 1159
    Jefferson City, MO 65102-1159

    Toll Free: (866) 223-6535
    Fax: (573) 522-2057

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    Domestic Corporate Dissolution (Missouri)
    Pursuant to Mo. Rev. Stat. 351.462 to successfully dissolve a Missouri corporation Articles of Dissolution are filed with the Missouri Secretary of State (MO SOS).

    Consents:

    Prior to Stock Issuance or Commencing Business: Majority of incorporators or initial directors.

    After Stock Issuance: Resolution of the board of directors and 2/3 of all voting shareholders at a meeting or by written consent; or Resolution of directors and unanimous written consent of all shareholders entitled to vote.

    Tax Clearance: The corporation must request a tax clearance from the Missouri Dept. of Revenue.

    Execution and Filing: The articles are signed by a corporate officer and the original together with the tax clearance is filed with the MO SOS. Faxed filings are accepted. Conformed signatures are not accepted.

    Filing Fee: $25.00 filing fee.

    MO FAQs

    Dissolutions, Generally

    A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.

    IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.

    For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.

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    Domestic Corporation Summary (Missouri)
    Pursuant to the General and Business Corporation Law of Missouri (Mo. Rev. Stat. 351.010 et seq.), a corporation incorporating in Missouri files Articles of Incorporation with the Missouri Secretary of State (MO SOS).

    Corporate Name: The corporate name must contain "incorporated" "company" "limited" "corporation" or abbreviations thereof.

    Restricted Words: The words Cooperative, Bank, Insurance Company and Redevelopment may not be used in the title of a MO corporation.

    Maximum Stock for Minimum Filing Fee: 30,000 shares are issued and the value does not exceed $30,000.

    No. of Directors: The corporation may have 1 director.

    Purpose: Must contain one sentence describing business together with a general clause.

    Preemptive Rights: Granted unless denied or limited in articles.

    Incorporator:
    Incorporator may be anyone over 18 years of age and does not have to be a resident of Missouri.

    Execution and Filing: Submit one executed original of the certificate of incorporation to the MO SOS, who issues an Certificate of Incorporation.

    Filing Fee: The incorporation fee is $58.00 if more than 30,000 shares are issued and the value does not exceed $30,000.

    If either amount is exceeded the fee is based on "authorized capital". The fee is $55.00 for any amount up to $30,000 and $5.00 for eacah additional $10,000 of authorized capital, plus a $3.00 filing fee.

    Post-Filing: Initial Annual Registration Report must filed with the MO SOS on or before the 15th day of the 4th month after incorporation. Initial Corporation Franchise Tax Return and payment are due on or before the 15th day of the 4th month after incorporation (if applicable). Post Filing: A foreign corporation must file an initial annual report within 30 days of qualification. The report may be filed online. for a fee of $20.

    Incorporations, Generally

    A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.

    LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.

    A complete incorporation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing a charter document for filing

  • Drafting bylaws

  • Preparing consent of incorporator (if applicable under relevant state law)

  • Preparing an organizational consent of directors

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)

  • Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance

  • Creating a stock ledger

  • Preparing and filing applications of foreign qualifications (if any)

  • Organizing the minute book

    For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.

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  • Foreign Qualification Summary (Missouri)
    Pursuant to the General and Business Corporation Law of Missouri (Mo. Rev. Stat. 351.572 et seq.), a foreign may not transact business in this state until it files an Application for Certificate of Authority with the Missouri Secretary of State (MO SOS).

    Name of Corporation: Name must contain "incorporated" "company" "limited" "corporation" or abbreviations thereof.

    Good Standing/Legal Existence Certificate: An original certificate of the corporation's legal existence issued from its domestic state, dated no more than 60 days earlier, must be attached to the Application for Certificate of Authority.

    Officers and Directors: A list of officers and directors with addresses is required.

    Filing and Execution: The filing is signed by an officer of the company. Original executed copy is filed with the MO SOS.

    Filing Fee: $155 payable to Director of Revenue.

    Post Filing: A foreign corporation must file an initial annual report within 30 days of qualification. The report may be filed online. for a fee of $20 (if filed within 30 days). Following the initial report, an annual report is due on the anniversary month of qualification each year thereafter.

    Foreign Qualifications, Generally

    A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.

    For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.

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    LLC - Formation Summary (Missouri)
    Pursuant to the Missouri Limited Liability Company Act (Mo. Rev. Stat. 347.010 et seq.), a limited liability company forming in Missouri files Articles of Organization with the Missouri Secretary of State (MO SOS).

    LLC Name: The LLC name must contain "limited company" "limited liability company" "LC" "LLC" "L.C." or "L.L.C."

    No. of Members: The LLC may have 1 member.

    Execution and Filing: Signed by "organizer(s)". Original is filed with the MO SOS.

    Upon the return by the MO SOS of any articles, notices, documents or judicial decree of amendment marked "Filed", the person or persons executing such documents shall promptly deliver or mail a copy thereof to each member unless the operating agreement provides otherwise.


    LLC Formation, Generally

    A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.

    LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.

    A complete formation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing the formation certificate for filing with the secretary of state

  • Drafting an operating agreement

  • Preparing an organizational consent of managers or members

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing and filing applications of foreign registrations (if any)

  • Organizing the company records book

    For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.

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  • Recommended Service Company (Missouri)
    The service companies listed below are members of NRAI’s Affiliate Network. These companies are high-quality service companies that deliver double the service for a fraction of the cost of the larger companies.

    So whether you’re looking to save significant money on Registered Agent services or double the service for half the price on corporate and UCC services, we strongly encourage you to contact:

    Corp-Link Services, Inc.
    118 W. Edwards Street, Suite 200
    Springfield, IL 62704
    Phone: 888.927.7550 / 217.789.7550
    Fax: 217.789.7570



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    UCC Filings (Missouri)
    UCC financing statements are filed with the Missouri Secretary of State (MO SOS). Fixture filings are filed in the country where the mortgage is recorded.

    Online Filings: Filings can be done online provided that there are no attachments.

    UCC Forms.

    Filing Fee: $17.00 plus $1.00 per page attached.


    UCC Filings, Generally


    Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.

    Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.

    In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.

    Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.

    Foreign Debtors

    A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.

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