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How to File Articles of Organization for an LLC

As a business owner, you have worked hard to grow your business to where it stands today. As your company grows, you may be concerned about your personal assets if something happens to your business that may result in legal action. For this reason, and others, it may be beneficial to consider starting an LLC in Missouri.

A limited liability company, or LLC, is a business structure that helps protect the owners, who are called “members.” In this type of structure, personal assets are protected if the business is sued. In many ways, an LLC takes the advantages of a corporation’s business structure and a partnership’s set up, without requiring a lot of their negative attributes.

An LLC is mainly used to run a business. However, it can also be used as an entity to hold assets such as real estate, vehicles, boats, or aircraft. LLCs are only created by filing the correct documents with the State. It is best to form an LLC in the State where you are conducting business, but for real estate investors, it is ideal to set up your LLC in the State where your property is located.

In Missouri, the Articles of Organization need to be filed with the Secretary of State to operate and conduct business as an LLC. It is beneficial to operate an LLC in Missouri because the State only requires that you file the Articles of Incorporation; no other documents are necessary. It is also simple to register with the State. Further, Missouri does not require an annual fee to operate within the State.

Steps for Filing Articles of Organization

  1. Finding the right name.

The first step to register an LLC in the State of Missouri is to find a unique name for your LLC. It must be completely distinguishable from any other LLC in the State. Small differences in grammar such as changing a name to be singular or plural, adding an “A”; “An”; or “The,” or adding hyphens and slashes are not big enough differences to make a specific name unique.

When naming your LLC, keep in mind that the name must have the abbreviations “LLC” or “L.L.C” at the end. Since an LLC is not a corporation, the name you choose cannot have the words “Corporation,” “Incorporated,” or their abbreviations.

The easiest way to find whether a name is already in use or if it is unique enough is to search Missouri’s Business Entity Database. If you search the database and it comes back with “no results,” then that often means that your LLC name is unique and ready for use.

  1. Designating a Missouri Registered Agent

Setting up an LLC requires that you find a Missouri registered agent. A registered agent is a person or another company that agrees to accept legal mail on behalf of the LLC. They function as a general point of contact and must operate during normal business hours. A registered agent will receive tax notices, payment reminders, and anything that may arrive through a Service of Process, such as complaints, summons, or subpoenas.

Be mindful of choosing a registered agent because, in the State of Missouri, they must have a physical address located inside of Missouri. They are unable to use a PO Box, Personal Mailbox (PMB), Commercial Mail Receiving Agency (CMRA), or any other mailbox-type service in accordance with the Secretary of State’s rules.

There are three options when finding a Missouri registered agent.

  • Be your own LLC’s Registered Agent.
  • A friend or family member may act as your LLC’s registered agent, as long as they are available during business hours.
  • Hire a Commercial Registered Agent.

With all three of these options, the Registered Agent must be a resident of the State of Missouri.

Hiring a Commercial Registered Agent may be beneficial to you if you or your business do not have a physical location in Missouri, such as an online store operating in the State. Typically, a Commercial Registered Agent offers its customers a degree of privacy, allowing you, as the owner, of the LLC to keep your personal address out of public records.

If you would like to change your registered agent after you form your LLC, you can do that at any time. The new registered agent must consent to the appointment in writing, and this document must be submitted with a Statement of Change of the Registered Agent form to the Secretary of State. So, consider who you have as a registered agent wisely to save yourself some paperwork in the future.

  1. Determine Your LLC Organizer

An LLC Organizer is a person who signs the Articles of Organization and formally registers the LLC with the Secretary of State of Missouri. This person could be the owner of the LLC, an LLC filing company, or an attorney working on behalf of the LLC. Most people who are considering forming an LLC also act as the LLC organizer, saving themselves the cost of using an outside entity.

  1. Choose a Start Date

You are unable to back-date an Articles of Organization. However, you should consult with your tax advisor to determine if it may be beneficial to forward-date your LLC’s Articles of Organization. This is something to consider if you are creating your LLC toward the end of a calendar year to avoid filing any unnecessary taxes.

  1. Choose How to File Your Articles of Organization

The State of Missouri allows those seeking to form an LLC to file their Articles of Organization either by mail or through their government website. When choosing how to file your Articles of Organization, you should assess how quickly you need to be registered with the State and how comfortable you are with online forms. Submitting your Articles of Organization by mail will take more time and money compared to submitting your documentation via the State’s online source.

Filing by mail:

If you have chosen to file by mail, you will need to download the Missouri Articles of Organization (Form LLC1). Mail your Articles with a check or money order to cover the fees ($105 fee as of September 2020) made payable to the “Secretary of State” to:

Corporations Division

PO Box 778

600 W. Main Street, Room 322

Jefferson City, MO 65102

It will take 5-10 business days for approval.

Filing via the State of Missouri website:

If you have chosen to file your Articles of Organization online, you will need to go to the State of Missouri website. The fee required to the State is $50 plus a convenience fee. After you create an account, you will log in with your credentials and start the process to file the Articles of Organization. If you would like step-by-step instructions for filing your Articles of Organization, the State of Missouri has prepared these on their website available here.

Once you complete the State’s online form and the process of payment is complete, Missouri offers their approved Articles of Organization immediately. They are available to download and print at your convenience, saving both time and money.

 

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by Sushree Swagatika

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