Understanding Missouri LLC Laws
The rules for starting and running a Missouri limited liability company (LLC) are laid out by Missouri LLC laws.
In this guide, we offer simple explanations to Missouri LLC laws about:
To learn more about starting an LLC, visit our form an LLC guide.
Missouri LLC Legal Statutes Overview
Missouri LLC laws set out the requirements for forming an LLC. The State of Missouri has created the business formation online portal and PDF Articles of Organization form to simplify the process.
Missouri LLC Formation Statute
The following LLC formation statutes are from the Missouri Limited Liability Company Act:
347.037. Formation, articles of organization — when effective — filing, effect — company may not incur debt before filing — actions before filing, effect. —
1. Any person, whether or not a member or manager, may form a limited liability company by signing and filing articles of organization for such limited liability company with the secretary.
2. A limited liability company is formed when the articles of organization are filed with the secretary or on a later date set forth in the articles of organization, not to exceed ninety days from the filing date. If the articles of organization, as delivered to the secretary, do not substantially conform to the filing provisions of sections 347.010 to 347.187, the secretary shall return the articles of organization to the person so filing the articles of organization with a statement setting forth the nonconformity.
3. Each copy of the articles of organization stamped "filed" and marked with the filing date is conclusive evidence that all conditions precedent required to be performed by the organizers have been complied with and that the limited liability company has been legally organized and formed under sections 347.010 to 347.187 and is notice for all purposes of all other facts required to be set forth therein.
4. A limited liability company may not transact business or incur indebtedness, except that which is incidental to its organization or to obtaining subscriptions for or payment of contributions, until the articles of organization have been filed with the secretary or until the formation date specified in the articles of organization. Persons engaged in prefiling activities other than those described in the preceding sentence shall be jointly and severally liable except as provided in this section for any debts or liabilities incurred in the course of those activities. This section shall not be interpreted to invalidate any debts, contracts, or liabilities of the limited liability company incurred solely on behalf of a limited liability company to be formed, nor shall it be interpreted to impose personal liability on the persons incurring such debts, contracts or liabilities solely on behalf of the limited liability company to the extent so disclosed or to the extent such debts, contracts or liabilities provide otherwise.
347.039. Articles, contents. — 1. The articles of organization shall set forth:
(1) The name of the limited liability company;
(2) The purpose or purposes for which the limited liability company is organized, which may be stated to be, or to include, the transaction of any or all lawful business for which a limited liability company may be organized under sections 347.010 to 347.187;
(3) The address, including street and number, if any, of the registered office and the name of the registered agent at such office;
(4) A statement as to whether management of the limited liability company is vested in managers or in members;
(5) The events by which the limited liability company is to dissolve or the number of years the limited liability company is to exist, which may be any number or perpetual; and
(6) The name and physical business or residence address of each organizer.
2. The information provided by the limited liability company under subdivisions (1) through (6) of subsection 1 of this section shall also be provided for each separate series of the limited liability company authorized to operate under section 347.186.
3. The articles of organization may set forth any other provision, not inconsistent with law or sections 347.010 to 347.187, which are in the operating agreement of the limited liability company.
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What This Means: Key Takeaways*
The Missouri LLC statute provides the requirements for setting up (or forming) an LLC. The State of Missouri offers online and mail-in LLC filing to meet these requirements.
Required Information for Missouri LLC Formation:
- LLC’s name (Must meet Missouri LLC naming requirements)
- The purpose of the LLC
- LLC principal office’s street and mailing address
- How long the LLC will exist
- The name and address of each LLC organizer
- Whether the LLC is member-managed or manager-managed
Optional Information for Missouri LLC Formation:
- LLC organizers can add their own provisions as long as the provisions don’t conflict with LLC statute.
Recommended: For help with completing the LLC formation forms, visit our Missouri LLC Articles of Organization guide.
Registered Agent Duties and Appointment
Missouri LLC laws define the duties and appointment of the LLC registered agent.
Missouri LLC Registered Agent Statute
The following registered agent statutes are from the Missouri Limited Liability Company Act:
347.030. Maintenance of office and agent for service of process — change of office or agent, filing, contents — effective, when — change upon filing by agent, contents — agent may resign, filing, contents. — 1. Each limited liability company shall have and continuously maintain in this state:
(1) A registered office which may be, but need not be, the same as a place of its business in this state;
(2) A registered agent for service of any process, notice or demand required or permitted by law to be served upon the limited liability company, which agent may be either an individual, resident of this state, whose business office is identical with such registered office, or a domestic or foreign corporation authorized to do business in this state, and whose business office is identical with such registered office. Except as provided in this section and subdivision (5) of section 347.153, the secretary shall not be appointed as the resident agent for any limited liability company.
2. A limited liability company may, from time to time, change its registered agent or the address of its registered office. A limited liability company shall change its registered agent if the office of its registered agent shall become vacant for any reason, if its registered agent becomes disqualified or incapacitated to act, or if the limited liability company revokes the appointment of its registered agent. A limited liability company may change its registered agent or the address of its registered office, or both, by a filing with the secretary, a statement setting forth:
(1) The name of the limited liability company;
(2) The address, including street and number, if any, of its then registered office;
(3) If the address of its registered office is to be changed, the address, including street and number, if any, to which the registered office is to be changed;
(4) The name of its then registered agent;
(5) If its registered agent is to be changed, the name of its successor registered agent and the successor registered agent's written consent to the appointment either on the statement or attached thereto;
(6) That the address of its registered office and the address of the business office of its registered agent, as changed, will be identical; and
(7) That such change was authorized by the limited liability company.
3. The change of address of the registered office, or the change of the registered agent, or both, as the case may be, shall become effective upon the filing of such statement by the secretary.
4. If a registered agent changes the street address of his business office, he may change the street address of the registered office of any limited liability company for which he is the registered agent by notifying the limited liability company in writing of the change and signing, either manually or in facsimile, and delivering to the secretary of state for filing a statement of change that complies with the requirements of subdivisions (1) to (6) of subsection 2 of this section and recites that the limited liability company has been notified of the change.
5. The change of an address of the registered office shall become effective upon the filing of the statement by the secretary.
6. Any registered agent of a limited liability company may resign as such agent by the filing with the secretary duplicate originals of a statement, on a form approved by the secretary, setting forth:
(1) The name of the limited liability company;
(2) The address, including street and number, if any, of its then registered office;
(3) The name of such registered agent; and
(4) A representation that such registered agent has given written notice of such agent's resignation and a copy of such statement to the limited liability company. Such resignation shall become effective upon expiration of thirty days after receipt of such statement by the secretary, or on the appointment of a new registered agent, whichever occurs earlier.
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(L. 1993 S.B. 66 & 20 § 359.706, A.L. 1998 S.B. 844)
What This Means: Key Takeaways*
A registered agent’s job is to accept service of process (legal summons to a lawsuit).
A Missouri registered agent must:
- Maintain a registered office in Missouri (i.e., no P.O. boxes)
- Be an individual, a Missouri corporation or LLC, or foreign corporation or LLC with a business address that is the same as the registered office address
Registered agent information is kept on file by the State of Missouri. If you change your registered agent or if your registered agent resigns, you must file a change of registered agent form.
Operating Agreement
Missouri LLC laws provide guidelines for creating and maintaining an LLC operating agreement.
The following operating agreement statutes are from the Missouri Limited Liability Company Act:
347.081. Operating agreement, contents — policy statement — enforceability, remedies. — 1. The member or members of a limited liability company shall adopt an operating agreement containing such provisions as such member or members may deem appropriate, subject only to the provisions of sections 347.010 to 347.187 and other law. The operating agreement may contain any provision, not inconsistent with law, relating to the conduct of the business and affairs of the limited liability company, its rights and powers, and the rights, powers and duties of its members, managers, agents or employees, including:
(1) Whether the management of the limited liability company shall be vested in one or more members, managers or other persons, and, if so, the powers and authority to be exercised by such persons;
(2) Providing for classes or groups of members having various rights, powers and duties, and providing for the future creation of additional classes or groups of members having relative rights, powers and duties superior or equal to existing classes and groups of members;
(3) The exercise or division of management or voting rights among different classes or groups of members, managers or other persons on a per capita or other basis;
(4) With respect to any matter requiring a vote, approval or consent of members or managers, provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on, waiver of notice, action by consent without a meeting, quorum requirements, authorizations by proxy, or any other matter with respect to the exercise of any voting or approval rights;
(5) Authorizing all or certain persons to execute articles, notices or documents permitted or required by sections 347.010 to 347.187;
(6) Restrictions on the transfer of members' interests in the limited liability company, and options or rights to acquire or sell members' interests in the limited liability company;
(7) The manner in which income, gain, deduction, loss, credit and items thereof are to be allocated to the members; and
(8) Provisions relating to any tax elections to be made by the limited liability company and the authorization of persons to make such elections.
2. It is the policy of sections 347.010 to 347.187 to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements.
3. The operating agreement shall be enforceable at law or in equity by any member to the extent provided in applicable law.
4. This section shall not affect any otherwise valid agreement among members of a limited liability company.
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(L. 1993 S.B. 66 & 20 § 359.746, A.L. 1997 H.B. 655 merged with S.B. 170, A.L. 2004 H.B. 1664)
What This Means: Key Takeaways*
An LLC operating agreement allows LLC members to create rules for how their unique LLC operates. These rules are often called “terms” or “provisions.”
Operating agreements are limited by state statute. For example, if the statute says LLC members can’t dissolve an LLC without all members agreeing, LLC members can’t change or override the statute with an operating agreement.
When an operating agreement is in place, it’s easier to navigate situations involving the operation of the LLC. And, if a lawsuit or dispute arises, LLC members (or the courts) have something to reference.
If a dispute arises that can’t be resolved by LLC members and there isn’t an operating agreement, the courts will use LLC statute to resolve disputes.
Creating an Operating Agreement
Some LLCs, such as professional LLCs or real estate LLCs, might need unique terms, while others might only need to cover standard provisions, such as:
- Each member’s responsibilities
- How new members will be admitted
- How existing members may transfer or terminate their membership
- How profits and dividends will be distributed
- The process for amending the operating agreement
Use our free operating agreement template or learn more with our What Is an Operating Agreement guide.
*This information is provided for educational and entertainment purposes only. Please consult a lawyer for legal advice.