How To Start A Series LLC In Missouri

We have created a step by step guide to help business owners with the formation of their Missouri series LLC. A series LLC is a form of LLC that allows its members to divide the assets and operations of a “parent” LLC into a set of “child” series. 

The child series, also known as “individual protected series," are protected against liability and losses that might be incurred by the other child series and the parent LLC.

If you are unfamiliar with the series LLC, you can also take a look at our guide about what the series LLC is, including its risks and benefits.


Step 1: Name Your Series LLC

Before naming your series LLC, you should know the answers to these questions:

  • What are the laws for naming a series LLC?
  • What are some general tips for naming a series LLC?
  • Is my business name available in Missouri?
  • Is my business name available as a URL and if so, how do I buy it?

 

1. Series LLC naming rules vary from state to state. In Missouri, you are required to follow both traditional and series LLC rules when naming your business.

Follow the required Missouri Naming Rules:

  • Your name must include the phrase “limited liability company,” or one of its abbreviations (LLC or L.L.C.).
  • Your name cannot include words that could confuse your LLC with a government agency.
  • Restricted words (e.g. Bank, Attorney, University) may require additional paperwork and a licensed individual, such as a doctor or lawyer, to be part of your LLC.
  • The name must include the name of the Series, contain the word “Series” and the entire name of the Limited Liability Company, and be distinguishable from any other names in the Series

2. Consider these general tips for making your series’ names more recognizable, uniform, and clear:

  • Use the word “protected series” within the name of each company.
  • Name the parent LLC in a way that distinguishes it from the child series.
  • Include the full name of the parent LLC in the name of each child series.
  • The name of the child series should include the name of the assets it holds. This creates a clearer asset picture to the public and creditors.

Example of a series LLC naming system that uses both the state of Missouri requirements and general tips:

My Holdings Co., LLC, a series LLC

123 Main Street, LLC, an individual protected series of My Holdings Co., LLC, a series LLC

123 Division Street, LLC, an individual protected series of My Holdings Co., LLC, a series LLC

3. Is my business name available in Missouri? Make sure the name you want isn't already taken by doing a name search on the State of Missouri website.

4. Is my business name available as a URL? We recommend that you check to see if your business name is available as a web domain. Even if you don't plan to make a business website today, you may want to buy the URL in order to prevent others from acquiring it.

 

Find a Domain Now

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After registering a domain name, consider setting up a professional email account (@yourcompany.com). Google's G Suite offers a business email service that comes with other useful tools, including word processing, spreadsheets, and more. Try it for free

Step 2: Choose a Registered Agent

You are required to nominate a Registered Agent for your Missouri series LLC. The Registered Agent for the parent LLC will need to be the same for each child series.

What is a Registered Agent? A registered agent is a person or business that agrees to send and receive legal papers on behalf of your series LLC. Such papers include service of process of legal action (if you are sued) and state filings.

Who can be a Registered Agent? A registered agent must be a resident of Missouri or a corporation authorized to transact business in Missouri. You may elect an individual within the company including yourself.

Learn more about the role of a registered agent and why you should consider hiring a professional service.

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Recommended: Northwest provides registered agent services for series LLCs. A subscription will need to be purchased for each LLC in the series ($125/year/LLC).

Step 3: FILE THE ARTICLES OF ORGANIZATION

To register your LLC, you will need to file the Articles of Organization with the State of Missouri. This can be done online or by mail.

A new business owner can indicate that their new LLC is a series by marking the checkbox in Section 7 of the Missouri Articles of Organization form. The state also asks that you complete form LLC 1A for each of the new series.

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We recommend working with an Attorney to help you complete your series LLC Articles of Organization.

Or read our free guide to form a standard single or multi-member LLC in Missouri.

FILE THE ARTICLES OF ORGANIZATION

OPTION 1: File Online with the State of Missouri

FILE ONLINE


OR


OPTION 2: File by Mail

 

DOWNLOAD FORM


State Filing Cost: $50 Online, or $105 By Mail, Payable to the Secretary of State (Nonrefundable)

 

Mail to:

State of Missouri John R. Ashcroft, Secretary of State

Corporations Division

PO Box 778 / 600 W. Main St., Rm. 322

Jefferson City, MO 65102

 

Processing Time: Immediately after payment is received online, 3 to 6 business days by mail.  

If you’re expanding your existing LLC to the State of Missouri, you need to form a Foreign LLC.

Step 4: Create An Operating Agreement

In Missouri, all LLCs are required to have an operating agreement. Your series LLC operating agreement must be carefully written.

What is an operating agreement? An operating agreement is a legal document outlining the ownership and operating procedures of an LLC.

Why are operating agreements important? For a series LLC, the operating agreement is important because it outlines the liability limitations (asset protection) of the individual series. Without a specific outline of liability protections, the courts might not uphold the protection between the series.

 We recommend working with an attorney when creating your Missouri series LLC operating agreement.

TIP

New child series can be added to the series LLC by amending the operating agreement and filing form LLC 1A.

Step 5: Obtain an EIN

What is an EIN? The Employer Identification Number (EIN), or Federal Tax Identification Number, is used to identify a business entity. Each of the child series in your series LLC will require an EIN.

Why do I need an EIN? An EIN is required for the following:

  • To open a business bank account for the company
  • For Federal and State tax purposes
  • To hire employees for the company

How do I create an EIN for my series LLC? The IRS doesn’t have specific guidelines for creating an EIN for the child series of a series LLC. Experts suggest using the name of your series LLC combined with the child series name for each additional EIN.

 

Example Series LLC EIN

 

Series LLC Name: My Holdings Co., LLC, a series LLC

EIN entry: My Holdings Co LLC a series LLC

 

Child Series Name: 123 Main St., LLC, an individual protected series of My Holdings Co., LLC, a series

EIN Entry: 123 Main St LLC an individual protected series of My Holdings Co LLC a series

Key Steps After Forming a Series LLC

OPEN A BUSINESS BANKING ACCOUNT

A dedicated business banking account is required for each child series of a series LLC. Without dedicated accounts, the child series are NOT protected from liabilities incurred by the other child series or the parent LLC.

SET UP ACCOUNTING

Accounting and record keeping for the series LLC MUST be clear, concise, and separate. Without careful record keeping, your series might not be protected. Separate record keeping helps ensure the courts will never allow a creditor or plaintiff to pierce the corporate veil.

Accounting for your series LLC should be handled by a professional accountant or firm that is familiar with the series LLC.

TIP

Expenses are sometimes shared across the series. For example, the series might share office space. Shared costs like rent can be spread out between the child series but it must be done in a logical way that will be defensible in court.

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*Recommended: Mazuma’s team of CPAs and accountants can help manage your series LLC’s finances, including bookkeeping, accounting, and tax filing services.

REGISTER YOUR LLC FOR MISSOURI STATE TAX

We recommend consulting a tax professional for help in tax planning and filing for your series LLC.

Maintain your LLC: Avoid fines and the risk of dissolution.

REPORT SERIES LLC INCOME

Reporting income for your series LLC is best handled by an accountant who is familiar with series LLC tax code.

AVOID DISSOLUTION

Series LLCs may face fines and even automatic dissolution when they miss one or more state filings. When this happens, series LLC owners risk loss of limited liability protection. A quality registered agent service can help prevent this outcome by notifying you of upcoming filing deadlines, and even submitting reports on your behalf for an additional fee.

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Northwest provides registered agent services for series LLCs. A subscription will need to be purchased for each LLC in the series ($125/year/LLC).

REPORT SERIES LLC INCOME

Reporting income for your series LLC is best handled by an accountant who is familiar with series LLC tax code.

Become a knowledgeable LLC owner. Learn more about these important topics.

OBTAIN A CERTIFICATE OF GOOD STANDING

A Certificate of Good Standing verifies that your series LLC was legally formed and has been properly maintained. Several instances where you might need to get one include:

  • Seeking funding from banks or other lenders
  • Forming your business as a foreign LLC in another state
  • Obtaining or renewing specific business licenses or permits

ORDER A CERTIFICATE OF GOOD STANDING

Request a Certificate Online from the State of Missouri

ORDER ONLINE


$10 (Nonrefundable)

DISSOLVE YOUR Missouri LLC

If at any point you no longer wish to conduct business with your LLC, it is important to officially dissolve it. Failure to do so in a timely fashion can result in tax liabilities and penalties, or even legal trouble. To dissolve your LLC, there are two broad steps:

  • Close your business tax accounts
  • File the Articles of Dissolution

TIP

Closing a child series will not dissolve the parent LLC. Dissolving the parent LLC will dissolve all of the protected series under it.