The Missouri limited liability company is more frequently used than other legal entities by entrepreneurs and new businesses in Missouri. More than 30,000 LLCs are created every year in Missouri.

There are many businesses that try to form an LLC, but then discovery that the filing is incorrect or otherwise defective, failing to meet the Missouri Limited Liability Company Act requirements. What is worse, other businesses may get their LLC formation processed by the state only to learn later that something was incomplete or did not comply with Missouri limited liability company requirements.

You will need to avoid these types of problems because they can create serious liability difficulties for you once your business matures. This Article will summarize the six requirements for forming a limited liability corporation under the LLC laws in Missouri.

NAMING YOUR MISSOURI LLC

Specific requirements are set forth in Section 347 for a Missouri LLC name. First, the name must have an LLC designation tail. Second, the name must be different and uniquely distinguishable from any other recorded names in the state. You should perform a name search before you submit your filing.

THE PURPOSE OF MISSOURI LLC

The purpose of your LLC must be stated in your formation documents. There is a provision allowing your to utilize general statement in standard language. Most businesses would do best to keep the language in the statement of purpose broad so your enterprise’s authority will not be restricted as it grows and changes over time.

DESIGNATED REGISTERED AGENT

The Missouri Limited Liability Company Act requires each MO LLC to officially have a designated registered agent, along with an address. Your registered agent has to be a person residing in Missouri, or a legal entity that was created or registered in the state. The address can differ from the principle address of the company.

MEMBER MANAGEMENT

A Missouri limited liability company member managed automatically. If you prefer your LLC to be manager managed, you must disclose this in the formation documents.

PERPETUAL DURATION

Duration is no longer the sensitive matter it once was because of tax issues. Since 1997, the IRS simplified LLC taxes and made no requirements relating to the LLCs life span. Because of this, Missouri and most other states now allow LLCs to have perpetual existence. However, you should know that Missouri requires a specific statement of duration in the filing documents.

FILING THE EFFECTIVE DATE

The Missouri Limited Liability Company Act also demands that an effective date be stated for the LLC in the filing. Most filers will pick the document processing date, but you may also select a date at some point in the future. Future dates must be no farther than 90 days from the submission date of the filing.

]]> http://www.missouribusinessformation.com/articles/mo-llc-6-key-requirements-of-a-proper-missouri-llc-formation/feed/ http://www.missouribusinessformation.com/articles/missouri-llc-requirements/ http://www.missouribusinessformation.com/articles/missouri-llc-requirements/#comments Mon, 23 Feb 2009 19:30:31 +0000 admin http://www.missouribusinessformation.com/articles/?p=3 With the passing of The Missouri Limited Liability Company Act, entrepreneurship in Missouri has become a simpler and lower risk venture. This noteworthy legislation can be found in Section 347 of the Missouri business statutes and has eased the way for small business development across the state.

Passed in 1993, this law provided an important option for prospective business owners, by allowing entrepreneurs to start a limited liability company in the state of Missouri. LLC status, which is specifically designed for small business, is now the entity of choice for many business owners.

MISSOURI LIMITED LIABILITY COMPANIES REGULATORY OFFICE

Legal business entities, including the formation of limited liability companies, are process and regulated by the Secretary of State, which is located in Jefferson City, Missouri.

LLC ENTITIES ALLOWED BY MISSOURI LLC LAWS

Types of LLCs allowed by the Missouri Limited Liability Act of 1993 include professional, domestic and foreign limited liability companies. The Act also provides for the perpetual life of a business under section 347.039.

Many attorneys assert that section 347.035 of the Missouri laws governing business makes it impossible to form a non-profit LLC within the state. Although the Act does not specifically address non-profits, the law states that a limited liability company must be formed for a lawful business purpose, which by nature is typically divergent from nonprofit purposes.

IMPORTANT MISSOURI LLC LAW PROVISIONS

Missouri law requires that all LLCs have an operating agreement, which is generally not required by other states. One important way the operating agreement comes into play is the admission of a member to an LLC, which is governed under Section 247.113 and requires inclusion in the operating agreement.

This requirement is effective for reducing changes in regards to later misunderstandings or disputes.

While Section 247.065 of the Act puts forth that the default structure for all LLCs in the state of Missouri is member management, LLCs can be transitioned to manager managed structures as well.

TAXATION OF LLCS UNDER MISSOURI LAW

State tax issues are managed by the Missouri Department of Revenue, located in Jefferson City, Missouri. Missouri state tax laws require that Missouri LLC owners pay taxes to the state of Missouri is they are a Missouri resident, or in the case that income resulted from sources within the state of Missouri. As in other states, the LLC business structure most often acts as a pass through where income derived from the LLC is reported on each owner’s personal tax return. Federal tax laws, as governed by the Internal Revenue Code, affect all businesses whether in the state of Missouri or other states.

FORMING AN LLC IN MISSOURI

The Missouri Limited Liability Act of 1993 includes all necessary requirements for LLC formation including provisions regarding management, duration, business purpose, registered agent, name rules, effective date and organizers.

In order to successfully form and manage a Missouri-based limited liability company, it is essential that entrepreneurs and business owners adhere to the legal requirements provided by the Act.