A Missouri LLC operating agreement is a form that governs how a limited liability company (LLC) in Missouri operates. The document, while not required by state law in order to do business, enables owners to avoid conflict and to protect their personal property from claims made against the company. The agreement does not need to be filed with a government office in order to be effective.
By Type (2)
Single-Member LLC Operating Agreement
Multi-Member LLC Operating Agreement
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How to Form an LLC in Missouri
- Filing fee: $105 (domestic), $155 (foreign)
- Processing time: 2-4 weeks
1. Choose a Name
According to Missouri law, a name for an LLC can be reserved for 60 days while the process of forming the LLC is underway (§ 347.025). A reservation may also be extended for two additional 60-day periods. Before reserving a name, search the state’s business entity database to determine whether the name being considered is available for reservation or registration.
2. Choose an LLC Type
Domestic LLC – For an LLC located within Missouri.
- Online Filing – Scroll down and select “Create Account,” then follow the prompts.
- Paper Filing (Form LLC1) – Mail a completed Articles of Organization form and payment for the filing fee to Corporations Division, P.O. Box 778 / 600, W. Main St., Rm. 322, Jefferson City MO 65102.
Foreign LLC – For an LLC located outside Missouri.
- Online Filing – Scroll down and select “Create Account,” then follow the prompts.
- Paper Filing (Form CD241) – Mail a completed Application for Certificate of Authority For a Foreign For-Profit Corporation form and payment for the filing fee to Corporations Division, P.O. Box 778 / 600, W. Main St., Rm. 322, Jefferson City MO 65102.
3. Post-Formation
Once the paperwork has been processed, several documents must be filed.
- LLC Operating Agreement – This agreement will codify the company’s policies, procedures, and plans.
- Federal Employer Identification Number (FEIN) – Select “Apply Online Now” in Step 3. See Publication 15 for a guide to paying tax as an employer in 2022.
Name Reservation
- Filing fee: $25
A name can be reserved for three 60-day periods, renewable after each 60-day period (§ 347.025).
- Online Filing – Sign in using Login ID and password, then follow the prompts.
- Paper Filing (Form BE-1) – Mail an Application for Reservation of Name plus payment for the filing fee to Corporations Division, P.O. Box 778 / 600, W. Main St., Rm. 322, Jefferson City MO 65102.
Renewing an LLC (Annual Report)
- Filing fee: $50
Every LLC doing business in the State of Missouri must file an annual report or otherwise risk being dissolved (§ 351.120). For LLCs incorporated after July 1, 2003, the annual report is due at the end of the month that the company was formed. Late reports are subject to an additional fee.
- Online Filing – Create an account or log in, then look for the box entitled “Registration Reports” and click the link for “Annual.”
- Paper Filing – Create an account or log in, then look for the box entitled “Registration Reports” and click the link “Print Registration Report.”
Dissolving an LLC
Filing fee: $25
An LLC can be terminated through the filing of a Certificate of Termination (§ 347.137).
- Paper Filing (Form LLC-5 / Form LLC-8) – Send completed Articles of Termination, plus payment, to Corporations Division, P.O. Box 778 / 600, W. Main St., Rm. 322, Jefferson City MO 65102. Use Form LLC-5 for a domestic LLC and Form LLC-8 for a foreign LLC registered to do business in Missouri.
Statutes
“LLC Operating Agreement” Definition
“Operating agreement”, any valid agreement or agreements, written or oral, among all members, or written declaration by the sole member concerning the conduct of the business and affairs of the limited liability company and the relative rights, duties and obligations of the members and managers, if any.
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