Starting a corporation is a great option if you are looking to establish your business as a separate legal entity.
To do so, you must be aware of the requirements to open a Missouri corporation. This is typically done by filing the Articles of Incorporation with the Missouri Secretary of State, drafting your corporation’s bylaws, and appointing your initial directors.
After your corporation has been formed, you will need to acquire an Employer Identification Number (EIN).
We’ll show you how to start a corporation in Missouri yourself.
Or, simply use a professional service:
Northwest ($29 + state fee)
Forming a Corporation in Missouri is Easy
Step 1: Name Your Missouri Corporation
Step 2: Choose a Registered Agent
Step 3: Hold an Organizational Meeting
Step 4: File the Articles of Incorporation
Step 5: File the Corporate Registration Report
Step 6: Get an EIN
For a look at corporation formation in every state, check out our other How to Start a Corporation guides.
Not sure if a corporation is right for you? Check out our LLC vs. Corporation guide to help you make your decision.
Step 1: Name Your Missouri Corporation
Choosing a business name is the first step in starting a corporation.
1. Missouri naming guidelines:
- All corporations are required to include a word or phrase that indicates that they are legally recognized as a business entity, such as: limited, corporation, company, or incorporated.
- Only names that are sufficiently distinct from those of pre-existing businesses in Missouri will be allowed (this includes both reserved and registered names).
- No names will be accepted that suggest the corporation either engages in any activities that are either illegal or not stated in its Articles of Incorporation.
- Words or phrases that cause some confusion between your business and a government agency (such as the FBI or Treasury) are prohibited.
- Names are not permitted to be too similar to those of foreign corporations authorized to operate in the state of Missouri.
Read the Missouri state statute regarding corporation naming guidelines for more information.
2. Is my corporation name available in Missouri?
Your Missouri corporation name must be unique and distinguishable from other business names in Missouri. Use the Missouri Secretary of State’s Business Search Portal to determine if your desired business name is available.
3. Is the URL available?
Before registering your Missouri corporation, you’ll need to check if a good URL is available for your business name. It’s important to secure your URL right away.
Find a Domain Now
Step 2: Choose a Missouri Registered Agent
You must appoint a Missouri registered agent, also known as a resident agent, when registering your corporation with the Secretary of State.
Your registered agent can be an individual, business entity, or professional registered agent service. Any member of the corporation or individual can serve as your Missouri registered agent as long as the person:
- is 18 years or older
- has a physical address in the state where business activity is conducted
- is available (in person) during normal business hours
Recommended: Northwest offers one year of free registered agent services with their corporation formation package ($29 + State Fees).
Step 3: Hold an Organizational Meeting
Before you officially file the Articles of Incorporation in Step 4, you will need to hold an organizational meeting to complete the following tasks:
- Fill-out and execute the Articles of Incorporation
- Create and approve bylaws
- Select your initial director(s)
- Determine your share structure
- Execute an Incorporator’s Statement
Create and Approve Corporate Bylaws
Bylaws are the rules that determine how your organization will be governed and run. For detailed instructions on creating your bylaws, read our corporate bylaws guide.
Appoint Initial Directors
You must appoint at least one director who will oversee your Missouri corporation until the first shareholders’ meeting.
A corporate director is in charge of the adoption, amendment, and repeal of operational bylaws as well as the election, supervision, and removal of officers.
After forming the corporation, the incorporator(s) — or initial director(s), if named on the formation documents — should call an organizational meeting. During this initial meeting, either the incorporator(s) will elect the board of directors or the initial director(s) will appoint the officers.
Choose a Share Structure and Strategy
A share of stock is the unit of ownership of a corporation. Each share of stock represents a percentage of ownership of the company. For example, if a corporation issues one share of stock the shareholder (stock owner) would then own 100% of the corporation.
Shares can be structured into classes. Each class, termed a share class, holds different rights and privileges. You can have multiple classes and each class can hold any number of shares.
Authorized Shares: the number of shares the corporation is allowed to issue.
Issued Shares: the total number of shares actually issued to shareholders.
Share Class: a group of shares that has a unique set of rights and privileges.
In Missouri, the Articles of Incorporation form allows you to indicate whether your corporation will issue more than one authorized share class or series IF your corporation plans to issue more than 30,000 authorized shares or the par value exceeds $30,000.
If your Missouri corporation will have more than one share class and fewer than 30,000 authorized shares or a par value of less than $30,000, you must either add an additional provision or draft your own Articles of Incorporation.
However, keep in mind that the filing cost is $58 for the first $30,000 in authorized shares plus an additional $5 for every additional $10,000 of authorized shares.
Create and Execute an Incorporator’s Statement
The incorporator(s) should sign an Incorporator’s Statement with complete names and addresses of each initial director and store it in the corporate records book.
This document names the initial director(s) that will serve until the board of directors is elected during the first shareholder’s meeting. It should be stored with the rest of your corporate records.
Step 4: File the Missouri Articles of Incorporation
You will need to file the Missouri Articles of Incorporation to set up a corporation in Missouri. You can file it by mail or online with the Missouri Secretary of State.
The filing cost is $58 for the first $30,000 in authorized shares plus an additional $5 for every additional $10,000 of authorized shares.
This document will cover the basics of your corporation, including:
- Corporate name and statement of purpose
- Corporate registered agent name and street address
- The number of authorized shares the corporation is allowed to issue
- The corporation’s effective date and duration
- The number of directors
- Incorporator(s) name(s) and address(es)
Step 5: File the Missouri Corporate Annual Report
You must file the Missouri Annual Report form within 30 days of registering your Missouri corporation. You must then file every year thereafter in the month that the corporation was incorporated. You can file online for a filing fee of $25. You can also call the Missouri Secretary of State at (866) 223-6535 to request a paper form.
Step 6: Get an EIN for Your Missouri Corporation
An Employer Identification Number (EIN) is used by the federal government to identify a business entity. It is essentially a Social Security number for the company. An EIN is needed:
- To open a bank account for the company
- For federal and state tax purposes
- To hire employees
Running Your Corporation
Taxes, Annual Reports, & Licensing
Missouri State Corporation Tax Requirements
Depending on the nature of your business, you may be required to register for one or more forms of state tax:
Missouri Sales Tax
Missouri Employer Taxes
If you hire employees, you will need to register for Missouri employer taxes through the Missouri Department of Labor and Industrial Relations’ website. This includes Employee Withholding Tax, Unemployment Insurance Tax, and Disability Insurance.
Missouri Corporation Licenses and Permits
To operate your corporation in Missouri, you must comply with federal, state, and local government regulations. For example, restaurants likely need health permits, building permits, signage permits, etc.
Learn more in our Missouri Business License guide.
File the Missouri Corporate Annual Report
You must file the Missouri Annual Corporate Registration Report form within 30 days of registering your Missouri corporation. You must then file every year thereafter in the month that the corporation was incorporated. You can file online, and the filing fee is $25. You can also call the Missouri Secretary of State at (866) 223-6535 to request a paper form.
Corporate Dissolution & Missouri Good Standing
How to Get a Missouri Certificate of Good Standing
A Certificate of Good Standing verifies that your Missouri corporation was legally formed and has been properly maintained.
You may request a Certificate of Good Standing in Missouri either online or by mail. There is no form for mailing; you will have to draft your own order request. The fee is $10.
How to Dissolve a Corporation in Missouri
If at any point you would like to permanently stop doing business, or close your business, it is important to officially dissolve your corporation. Failure to do so in a timely fashion can result in tax liabilities, penalties, or even legal trouble.
There are six main steps to close your Missouri corporation:
- Stop doing business
- Hold a board meeting, vote on dissolution, and record the meeting in the corporation minutes
- File the dissolution document with the Missouri Secretary of State
- Close your federal and state business tax accounts with the IRS and Missouri Department of Revenue
- Close your business bank accounts
- File the Request for Termination form with the Missouri Secretary of State
File Dissolution Documents
Missouri corporations have two options for filing dissolution documents: the Resolution to Dissolve Affidavit or the Articles of Dissolution by Voluntary Action. After filing one of these dissolution documents, you also must file a Request for Termination.
Resolution to Dissolve Affidavit
If your corporation has not yet conducted business or issued shares, you should file the Resolution to Dissolve Affidavit with the Missouri Secretary of State. The filing fee is $25.
Articles of Dissolution by Voluntary Action
If your corporation already commenced business and issued shares, you should file the Articles of Dissolution by Voluntary Action with the Missouri Secretary of State. The filing fee is $25.
Request for Termination
After you file your dissolution document and wind up your corporation’s affairs, you must file a Request for Termination along with a Certificate of Tax Clearance (the form packet includes a Request for Tax Clearance form corporations may use to request this certificate). The filing fee is $25.
Is a Corporation Right For You?
Steps After Forming a Corporation
Missouri Corporation FAQ
How much does it cost to start a corporation in Missouri?
The minimum cost you can expect to pay in order to start your Missouri corporation is $58. This is the fee to file the Missouri Articles of Incorporation for the first $30,000 in authorized shares.
For each additional increment of $10,000 authorized shares, you must pay an extra $5.
The professional registered agent service you choose will also impact your startup cost. To take a look at the different options available, we recommend having a look at our Best Registered Agent Services article.
What is the difference between an LLC and corporation in Missouri?
When comparing the business entities of corporations and LLCs, the biggest differences relate to operational rules, taxation, and cost.
LLCs benefit from being taxed as pass-through entities and more flexibility, whereas corporations often need more resources and are subject to stricter operational regulations.
This comparison is expanded upon in more depth in our LLC vs Corporation article.
How long does it take to set up a corporation in Missouri?
In general, you can expect your incorporation filing to take between three and five business days to be processed by the Secretary of State.
It is worth noting that expedited options are not offered for either online or mail-in filings.
More information about the corporation business structure can be found in our What is a Corporation article.
Is it difficult to start a corporation in Missouri?
While not a simple task, forming a corporation in Missouri is completely manageable with commensurate planning and attention to detail.
The formation process involves selecting a unique and appropriate name, appointing someone to act as your registered agent, holding an organizational meeting, and filing the articles of organization.
This is explored further in our How to Start a Corporation in Missouri article.
Is it easier to start an LLC than a corporation in Missouri?
Although forming an LLC isn’t substantially simpler than forming a corporation, it offers a far more lax approach when it comes to day-to-day functionality and operations.
This is because LLCs are not subject to the same strict federal oversight and management rules that corporations are.
For more further, we recommend having a look at our S Corp vs C Corp vs LLC article.