Frequently Asked Questions

+ Business Names
+ Registered Agent/Office
+ Corporations
+ Incorporators
+ Who may serve as an incorporator for a corporation?
A corporation may have one or more incorporators who must be a "natural person" and at least 18 years old.  The incorporator or incorporators sign and deliver the articles of incorporation to the Secretary of State.
+ Is the incorporator the owner of the corporation?
Not necessarily.  An incorporator does not have to be a shareholder of the corporation being incorporated, nor is the incorporator required to become a shareholder in the future.
+ Can I amend the incorporator?
No.  An amendment to the articles of incorporation may not change or modify the incorporator or the incorporator's address; that information is maintained forever and reflects the historical facts concerning who created the entity.
+ Who signs the articles of incorporation?
The incorporators sign the articles of incorporation; the incorporators do not have to be owners or shareholders.
+ Shares/Shareholders
+ How many shares should my corporation issue?
The numbers of authorized shares a corporation will have to issue is left to the discretion of the incorporators; 30,000 shares are the most that may be authorized for the minimum incorporation fee of $58.  If a corporation discovers that it needs to issue more shares of stock than are authorized, it may amend its articles to authorize additional shares.
+ What are "classes" of stock?
A corporation may issue its stock in one or more classes, and each class will have distinct characteristics.  Some corporations have preferred stock, which traditionally means that holders of such stock have a preference or priority in respect to dividends over holders of common stock.  Classes of stock enable a corporation to give certain benefits to certain shareholders which are different than those afforded others.
+ Can the Secretary of State tell me who the shareholders are of a corporation are?
No.  The Secretary of State does not maintain or have the authority to require disclosure of information on the identity or holdings of shareholders of any corporation.
+ May a corporation have only one shareholder?
Yes.  A single-shareholder corporation is permissible under Missouri law.
+ May a corporation have only one shareholder?
Yes.  A single-shareholder corporation is permissible under Missouri law.
+ General
+ What should I list as my corporation's duration?
A corporation's duration is by default perpetual, though incorporators may choose a certain numbers of years for which it is to continue.  If a corporation's duration is set to expire after a certain number of years, the Secretary of State may dissolve the corporation after the expiration date; upon dissolution the corporation may no longer carry on its regular business.
+ What should I list as my corporation's purpose in the articles of incorporation?
Most corporations list the specific business or activity in which they will engage to make a profit.  For instance, a corporation which will make and sell lemonade might list as its purpose "to produce, market and sell lemonade."  In addition, many corporations also add a general or catchall purpose so that they may expand or alter their activities; such a general purpose might state "The corporation is formed to conduct and transact all lawful business activities allowed under the laws of the State of Missouri."  A specific purpose, a general purpose, or a combination of the two is acceptable.
+ Should I file my corporation's bylaws, minutes and/or stock certificates with the Secretary of State?
No.  The articles of incorporation are the only creation document filed with the Secretary of State.  Bylaws, copies of minutes of any meetings, stock certificates, shareholders' agreements, and other internal corporate documents are not filed with, and will not be accepted by, the Secretary of State.
+ Can I change the due date for my corporation's annual report?
No.  Missouri law states that an annual report is due in the month in which a corporation incorporated or qualified to do business.  In the past, corporations were allowed to change their annual report due date, but laws passed by the Missouri legislature in 2004 eliminated that option.
+ Can I change the due date for my corporation's annual report?
No.  Missouri law states that an annual report is due in the month in which a corporation incorporated or qualified to do business.  In the past, corporations were allowed to change their annual report due date, but laws passed by the Missouri legislature in 2004 eliminated that option.
+ Dissolution
+ What is administrative dissolution?
When a corporation fails to timely file an annual report, fails to maintain a registered agent, its duration expires or in several other situations, the Secretary of State may administratively dissolve that corporation.  The Secretary's authority to do so is granted by statute, and upon dissolution, a corporation may no longer carry on its business other than to wind up, liquidate and pay off its creditors.  A corporation may apply to have an administrative dissolution rescinded, and become reinstated, by requesting a "rescission packet" from the Secretary of State and complying with the requirements set forth in the packet.
+ Can an administrative dissolution be repealed or undone?
Yes.  A corporation can have an administrative dissolution rescinded, and become reinstated, by filing an application, submitting a tax clearance letter and paying fees and penalties.  You may place an order to have reinstatement forms mailed to you.  The request needs to include the name of the corporation, its charter number and a return address.  If you want the forms express mailed back to you, you must include your express mail account number, a telephone number and a physical address.  You can e-mail a request to rescissions@sos.mo.gov; fax a request to (573) 751-5841; or mail a request to Corporations Division, PO Box 778, Jefferson City, MO 65102.
+ Do I need a tax clearance letter to be reinstated after an administrative dissolution, and where do I get one?
Yes.  A tax clearance letter from the Department of Revenue is required to be submitted to the Secretary of State in order to be reinstated after administrative dissolution.  The tax clearance letter from the Department of Revenue must state that the corporation has no taxes due and owing.  To obtain a tax clearance letter, you should complete a Department of Revenue Form 943 Request for Tax Clearance Letter and submit it to the Department of Revenue as indicated on the form.  An application for reinstatement should not be submitted to the Secretary of State unless it is accompanied by a valid tax clearance letter.
+ Close Corporations
+ What is a close corporation?
A statutory close corporation is characterized by its traditionally small size, its consolidated management structure, and the statutory restrictions on the transfer of its shares.  There are approximately 6,000 close corporations currently existing in Missouri.  A statutory close corporation's shareholders generally may not transfer their shares of stock without allowing the corporation's other shareholders a right of first refusal and the corporation may operate without a board of directors and in some instances without bylaws. The close corporation election is made in the entity's articles of incorporation.
+ Professional Corporations
+ What is a professional corporation?
A professional corporation is organized to carryout one or more professional services, and the shareholders of the professional corporation must be licensed or authorized to practice a certain profession, which includes accountants, architects, engineers, attorneys, dentists, physicians, veterinarians, real estate salespeople and registered nurses.  The articles of incorporation filed to form a professional corporation must be accompanied by a certificate of the licensing authority of the subject profession.  Professional corporations are managed in a manner similar to general corporations, though all directors and officers of a professional corporation, other than the secretary, must be qualified persons with respect to the underlying profession of the entity.  The shares of a professional corporation may only be owned by similarly qualified persons, or by partnerships, other professional corporations or limited liability companies, which are wholly owned by other licensed individuals.
+ Nonprofit Corporations
+ Do nonprofit corporations have shareholders?
No. Nonprofit corporations do not have shareholders. No one "owns" a nonprofit corporation and the law prohibits distributions of the nonprofit corporation's assets or income to individuals.
+ What are "members" of a nonprofit corporation?
A nonprofit corporation may, but is not required to, have members.  "Member," as defined by law, means any person who has the right to vote upon the election of directors of a nonprofit corporation.  If a nonprofit corporation is to have members such feature must be mentioned in the corporation's bylaws or articles.  Members do not personally own the nonprofit corporation or have a financial stake therein, and the corporation's income cannot be distributed to the members.
+ What is a distribution clause in a nonprofit corporation's articles of incorporation?
A distribution clause is the section in nonprofit articles of incorporation that describes how the corporation's assets will be distributed upon dissolution.  A nonprofit corporation will often identify another nonprofit corporation as the recipient of its assets upon dissolution.
+ Limited Liability Companies
+ What should I list as my company's "purpose" in the articles of organization?
You may list a specific purpose directly related to your company's business or endeavor, and you may supplement that with, or solely state, that the company's business is to transact any or all lawful business for which a limited liability company may be organized under the laws of the State of Missouri.
+ Should my limited liability company be managed by a manager or a member?
All limited liability companies must indicate in their articles of organization whether the entity will be manager-managed or member-managed.  This election determines who will manage the affairs of the company, and who will have the authority to bind the company.  If a limited liability company is to be member-managed, each member has the authority to be involved in management, and to bind the company.  The company's operating agreement may restrict or place conditions on such management in any manner the members desire. If a limited liability company is manager-managed, the authority to manage the company and create obligations for it is vested in one or more managers, who are appointed by the members or designated in the operating agreement.
+ Must a manager be a member?
No.  Missouri law does not require a manager to also be a member of the limited liability company.
+ What should I state as the duration of my limited liability company?
A limited liability company may exist as long as the organizers desire, and may exist perpetually.  The organizers may determine to limit a limited liability company's existence by providing for its dissolution upon a certain date or after a certain number of years.  The organizers may also determine to provide for a limited liability company's dissolution upon the occurrence of a certain event.
+ Who can be an organizer?
Any person, whether or not they are or will be a member or manager, may serve as an organizer and sign and file articles of organization with the Secretary of State.
+ Should I file my limited liability company's operating agreement with the Secretary of State?
No.  The articles of organization document is the only creation document filed with the Secretary of State, and the Secretary of State will not accept an operating agreement for filing.
+ Who may sign amendments or other documents filed with the Secretary of State after a limited liability company is organized?
Limited liability company documents filed with Secretary of State are generally to be signed by an "authorized person," which is the manager of the limited liability company or, if member-managed, by a member.
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