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An LLC in Missouri – Summary of Key Missouri LLC Legal Provisions For Business Owners

April 1st, 2022

The Missouri Limited Liability Company Act is found in Section 347 of the general statutes in that state. This landmark law has paved the way to making MO entrepreneurship easier and less risky. Lawmakers in MO passed this Act in 1993. Since then, many choose an LLC in Missouri for operating their business. This is because the limited liability company was designed for small business.

STATE OFFICE REGULATING MISSOURI LIMITED LIABILITY COMPANIES

The Secretary of State, located in Jefferson City, Missouri, is the primary state agency that processes legal entity formations and regulates those entities formed and registered in the state.

TYPES OF LLCS ALLOWED UNDER THE MISSOURI LLC LAWS

Under the Missouri Limited Liability Company Act, it is clear that a domestic, foreign and even a professional LLC may be organized in the state. Section 347.039 allows a perpetual life for a business. The Act does not address non-profit entities and many lawyers believe that a non-profit limited liability company is not possible in Missouri because under Section 347.035, it is required that a limited liability company be formed for a lawful business purpose. A business purpose is usually contrary to a nonprofit purpose.

OTHER KEY MISSOURI LAW PROVISIONS

Section 247.113 governs the admission of a member to an LLC in Missouri. According to the law, this occurs when properly evidenced in the Operating Agreement of a company. Unlike other states, MO laws actually require an operating agreement. This is a smart requirement because it reduces the changes of disputes, uncertainties and misunderstandings later. Section 247.065 of the Missouri Act covers management matters and states that every LLC is member managed as a default structure. A company can change this to a manager managed structure if desired.

MISSOURI STATE TAXATION

Every business is subject to federal taxation under the Internal Revenue Code. Generally, income of the company is passed through to the owners and reported on their personal tax returns. Under MO state tax laws, an owner must pay Missouri state taxes if (i) such person or entity is a resident of Missouri or (ii) the income was derived from sources in that state. The Missouri Department of Revenue, also located in Jefferson City, MO, handles state tax matters.

MISSOURI LLC FORMATION

The Act contains straightforward provisions for what is required to form an LLC. Provisions cover all relevant areas including name rules, registered agent, business purpose, management, duration, organizers and effective date.

It is important that you ensure a proper and complete formation in strict compliance with state LLC legal requirements as set forth in the Missouri Limited Liability Company Act.