How to Register a Business in Missouri

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TLDR

Missouri is a hotbed for new companies, startups, and entrepreneurs. Crowdspring recently named St. Louis as one of the best cities in the U.S. for startups.
When you register a business in Missouri, you’ll need to satisfy several requirements to register your startup successfully. Before registering, though, it’s a good idea to identify some vital foundational aspects of your company, such as creating a business plan. In drafting your business plan, you’ll want to consider your target buyer, go-to-market strategy, marketing, sales approaches, location, and ownership, to name a few topics.
Before registering your startup in Missouri, you must first determine your organization’s legal entity structure. Your chosen business entity determines the next steps in registering your startup, in addition to which taxes you’ll pay and how much personal liability you might have.
In addition to choosing your entity’s structure, you’ll also have to choose your business’s name. When picking a name for your startup, you’ll need to distinguish it from any other business names already registered with the state.
Next, you need to identify and obtain a registered agent. A registered agent may be “either an individual who is a resident of Missouri and whose business office is identical with the entity’s registered office, or it may be a corporation authorized to transact business in Missouri and which has a business office identical with the entity’s registered office.”
Finally, after completing the above steps, it’s time to submit your formation forms to Missouri’s Secretary of State’s office. For new entities, Missouri provides sample forms for your use or review.
Depending upon your chosen entity for your startup, you need to understand the filing requirements in addition to any required annual reports or owed state tax. For example, for registering a limited partnership or a limited liability company, you must pay a $110 filing fee.
If you are a minority-owned business in Missouri, you have access to several certificate programs and resources, such as the Minority Business Enterprise (MBE) certification. In addition to the state certification, you can also explore national certifications, such as those offered by the Small Business Administration (SBA).

Missouri is known for many things, including St. Louis Arch, toasted ravioli, gooey butter cake, Anheuser-Busch, and Mark Twain. But Missouri is also known for business—both large and small. Missouri is home to over 540,000 small businesses, employing 1.2 million people and making up 99.4 percent of all Missouri businesses.

Missouri is also home to numerous Fortune 500 companies, such as Cerner Corporation, Edward Jones Investments, Olin, Emerson Electric, and Post Holdings.

But big businesses don’t get all the attention in the state. Missouri is also a hotbed for new companies, startups, and entrepreneurs. Crowdspring recently named St. Louis as one of the best cities in the U.S. for startups. With the city undergoing a resurgence, St. Louis has been a top pick for millennials while offering numerous accelerators, such as EQ and Accelerate St. Louis.

As you determine where to locate your new business, this article will explore the ins and outs of registering your startup in Missouri.

When Do You Need to Register a Business in Missouri?

When you register a business in Missouri, you’ll need to satisfy several requirements to register your startup successfully. Before registering, though, it’s a good idea to identify some vital foundational aspects of your company, such as creating a business plan.

In drafting your business plan, you’ll want to consider your target buyer, go-to-market strategy, marketing, sales approaches, location, and ownership, to name a few topics. In addition, you can check in with the U.S. Small Business Administration, guiding you on how to create a business plan in addition to providing market research and competitive analysis for your startup.

Once you’ve identified some of the basics about your startup’s operation, it is then time to register your Missouri startup. Below, we’ve broken these requirements into an easy step-by-step process.

Determine Your Startup’s Entity Structure

Before registering your startup in Missouri, you must first determine your organization’s legal entity structure. Your chosen business entity determines the next steps in registering your startup, in addition to which taxes you’ll pay and how much personal liability you might have.

For example, in Missouri, you may choose to register as a:

Corporation
Limited Liability Company (LLC)
General Partnership (GP)
Limited Partnership (LP)
Sole Proprietorship

For example, the most common and straightforward type of business entity is a sole proprietorship. When you have a sole proprietorship, it means that your business is unincorporated, with no legal distinction between you as the founder and the startup itself. The liabilities and profits are accounted for on the founder’s personal tax returns. Additionally, and here’s the downside, the founder has unlimited personal liability, with no protections built-in. Missouri requires no formal filing to operate a business in the state.

If, on the other hand, you choose a corporation, limited liability company, or partnership structure for your startup, you must follow specific steps to register your business in Missouri. For example, if you structure your startup as a limited liability company, you’ll need to file an Articles of Organization application with Missouri’s Secretary of State. If you decide to form a corporation for your startup, you’ll need to file an Articles of Incorporation application.

You may want to visit your accountant before choosing a business structure so you are familiar with the tax advantages and disadvantages of each.

Choose Your Startup’s Name

In addition to choosing your entity’s structure, you’ll also have to choose your business’s name. When picking a name for your startup, you’ll need to distinguish it from other business names already registered with the state.

Additionally, you’ll need to follow Missouri’s naming conventions, such as using proper designations such as “LLC” or “Limited Liability Company,” as applicable, in your startup’s name. Additionally, certain words are prohibited unless approval is received. For example, a startup’s name cannot contain the words “cooperative,” “bank,” “insurance company,” or “redevelopment.”

You can check for available names by visiting Missouri’s business name availability search.

Suppose you’re not ready to register your Missouri startup, but you want to preserve your company’s name. In that case, you may reserve your business name while you’re completing your registration process.

You may reserve your startup’s name for 60 days. You may then renew your name reservation for two additional 60-day periods. Once the second renewal period expires, “the reserving entity is prohibited from ever again reserving that specific name. This prohibition does not preclude the reserver from using the subject name in a creation filing, provided the name is available, nor does it prevent a different party from reserving the name.”

Along with your name reservation application form, you’ll pay a filing fee of $25 for all entities except limited liability partnerships, which costs $30.

Identify Your Registered Agent

Next, you need to identify and obtain a registered agent. A registered agent may be “either an individual who is a resident of Missouri and whose business office is identical with the entity’s registered office, or it may be a corporation authorized to transact business in Missouri and which has a business office identical with the entity’s registered office.”

In Missouri, unlike most states, a PO Box may be used as the registered agent’s address “only if a physical street address in the same city is also listed. An entity’s registered office must be a physical location where the registered agent may be served process.” As further clarification, the Missouri Secretary of State’s office may not use a mailing address at a retail mailing store, such as Mailboxes or the UPS Store.

Submit Your Formation Forms

Finally, after completing the above steps, it’s time to submit your formation forms to Missouri’s Secretary of State’s office. For new entities, Missouri provides sample forms for your use or review.

Let’s look at a specific example. If you choose to register as a limited partnership in Missouri, you will file a Certificate of Limited Partnership to create your startup. And, as stated above, if you structure your startup as a limited liability company, you’ll need to file an Articles of Organization application with Missouri’s Secretary of State. Finally, if you decide to form a corporation for your startup, you’ll need to file an Articles of Incorporation application.

In addition to your formation forms, you’ll also want to check if any additional records are required at the city, county, or state level, such as one for a business license.

How Much Does It Cost to Register a Business in Missouri?

Depending upon your chosen entity for your startup, you need to understand the filing requirements in addition to any required annual reports or owed state tax. For example, for registering a limited partnership or a limited liability company, you must pay a $110 filing fee.

Additionally, if you register a business in Missouri, you need to understand your tax obligations. For example, depending on your startup entity, you’ll need to pay certain taxes through Missouri’s Department of Revenue, such as sales and use tax, withholding tax, other employment taxes, and corporate income and net worth tax.

To understand if and when you are subject to Missouri’s business and employment taxes, you should consult with an experienced accountant.

How Do You Register as a Minority-Owned Business in Missouri?

If you are a minority-owned business in Missouri, you have access to several certificate programs and resources, such as the Minority Business Enterprise (MBE) certification.

In addition to the state certification, you can also explore national certifications, such as those offered by the Small Business Administration (SBA). For example, minority-owned startups can seek certifications such as the 8(a) business development program, the HUBZone program, and the SBA Mentor-Protégé Program. To learn more about these certifications, visit the SBA’s website.

The Benefits of Registering Your Startup in Missouri

Founders can look forward to the many benefits of locating their startup in Missouri. Here are some key points to consider:

Missouri offers numerous tax credit programs, such as the Small Business Incubator Tax Credit program and the Missouri Works Program – Employment Tax Credit.
Startup LLCs enjoy the exemption of local use tax and state sales tax.
Founders enjoy a low cost of living and a favorable tax climate.
Founders and their families can enjoy numerous parks as well as the Lake of the Ozarks.
And, if you like baseball, you’re in the right state with both the Kansas City Royals and the St. Louis Cardinals.

The Limitations Associated with Registering Your Startup in Missouri

There are very few drawbacks to starting a business in Missouri. However, one limitation is key to startup founders: access to capital. Like other states, many startups aren’t sound candidates for traditional financing through banks or credit unions.

Many founders may find luck with angel investor networks or bridge loans. But getting that funding is often a challenge.

Many areas in Missouri have high crime rates and gang activity. Wages in the state are typically lower than others surrounding them. Further, Missouri also has sweltering summers with frequent thunderstorms.

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We Can Help!

At AbstractOps, we help early-stage founders streamline and automate regulatory and legal ops, HR, and finance so you can focus on what matters most—your business.

If you’re looking for help registering your Utah startup, we can get your documentation ready, overall shepherding this process to ensure it’s done right. Get in touch with us.

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Note: Our content is for general information purposes only. AbstractOps does not provide legal, accounting, or certified expert advice. Consult a lawyer, CPA, or other professional for such services.

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