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A Missouri LLC operating agreement is used by the owners of a limited liability company (LLC) to establish their company’s internal structure, regulations, and the relationship between member(s) and the entity. Missouri is one of the few states where an operating agreement is required by state law.
The contract details how many owners the company has and describes their rights, responsibilities, and ownership stake. It also describes how profit and losses shall be distributed, and how owners may acquire or sell their interests in the LLC. Once executed, the founding members become sheltered from legal action, with their financial liability restricted to their initial capital investments.
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Types (2)
Single-Member LLC Operating Agreement – Companies with only one (1) owner may use this operating agreement.
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Multi-Member LLC Operating Agreement – If the company has two (2) owners or more, this form should be used.
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Laws
- Chapter: Chapter 347
- Definitions: § 347.015
- Formation: § 347.037
- Naming of LLCs: § 347.020
How to File (5 Steps)
- Step 1 – Reserve the Entity’s Name
- Step 2 – Select a Registered Agent
- Step 3 – Filing Articles of Organization
- Step 4 – Create an Operating Agreement
- Step 5 – Obtain an EIN
Step 1 – Reserve the Entity’s Name
The LLC must operate with a name that is unique and available. Users may use the Missouri Secretary of State Search for Business Entity portal to check for its availability. Each name must be unique, and contain the words “Limited Liability Company,” “Limited Company,” “LLC”, “L.L.C.,” “LC,” or “LLC.”
Once selected, the name may be reserved for sixty (60) days. It may also be renewed for two (2) additional sixty (60) day periods afterward. The name can be reserved online with the Missouri Online Business Filing portal after an account has been created, or by mail with the Application for Reservation of Name (BE 1) form to the address below.
Secretary of State
Corporations Division
PO Box 778 / 600 W. Main St., Rm. 322
Jefferson City, MO 65102
The filing fee for both methods is $25.
Step 2 – Select a Registered Agent
All LLCs in the state of Missouri must select a registered agent. This individual or entity will receive service of process, notices, and legal correspondence on behalf of the LLC. The registered agent may be an individual resident of Missouri, or a corporation that is authorized to do business in the state.
A list of companies that charge a fee for registered agents may be found here. These registered agent services may be used by LLCs without a company accountant or any other suitable person.
Step 3 – Filing Articles of Organization
A limited liability company will be formed once Articles of Organization are filed with the Secretary of State.
Method 1 – File Online
Domestic LLCs must file Articles of Organization while Foreign LLCs must file an Application for Registration. To file the formation/registration documents online, navigate to the Business Registration Online Portal and create an account. Once the account has been created, log in, and follow the prompts to file the forms electronically and pay the filing fee. The filing fee is $50 plus an additional $1.25 online processing fee and may be paid via credit card.
Foreign entities must provide a Certificate of Good Standing from the Secretary of State or equivalent authority in the home state.
Method 2 – Mail
Domestic Companies
Domestic companies who choose to apply by mail may use the Articles of Organization for a Limited Liability Company (LLC 1) form.
Foreign Companies
Foreign companies should download, complete, and sign the Application for Registration of a Foreign Limited Liability Company (LLC 4A) form. A Certificate of Good Standing or Certificate of Existence from the Secretary of State in the state of domicile must be included with the application.
The filing fee for both foreign and domestic is $105 and may be paid with a check made out to the Secretary of State. The documents should be submitted with enclosed payment to the address below.
Secretary of State
Corporations Division
PO Box 778 / 600 W. Main St., Rm. 322
Jefferson City, MO 65102
Step 4 – Create an Operating Agreement
Since 2018, LLCs in Missouri are legally obligated to create an operating agreement. Without the agreement, the LLC will not be considered properly formed in the eyes of the state.
This document lays out the company’s foundation and details its management structure and operating guidelines. The operating agreement is an internal document and need not be filed with the Secretary of State.
Step 5 – Obtain an EIN
Every multi-member LLC must obtain an Employer Identification Number (EIN) from the IRS. Single-member LLCs require an EIN if they plan on hiring employees or getting taxed as a corporation. EINs may be acquired with the IRS Online Application form or by submitting Form SS-4 by mail to:
Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999
ResourcesFiling Options: Online or by Mail Costs:
Forms:
Links:
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