How to Start a Corporation in Missouri
How to Start a Corporation in Missouri
Incorporating in Missouri is straightforward. You'll file a single form with the Secretary of State, pay a $58 fee, and handle annual reporting going forward. This guide walks you through the exact steps, requirements, and timelines you need to know.
Materials You'll Need Before Filing
Gather these items before you start the incorporation process:
- Business name. Must be distinguishable from other registered entities in Missouri. It can include "Corporation," "Corp.," "Incorporated," "Inc.," or "Company," or use the abbreviation "Co.". Avoid terms like "Limited Partnership" or "Ltd." that misrepresent the entity type.
- Registered agent and office. You must name a Missouri resident or corporation authorized to do business in Missouri. The agent's business office address becomes your registered office. A PO Box is allowed only as an additional address, not a primary one.
- Incorporators. At least one person who signs the Articles of Incorporation. This person does not need to be a shareholder or director, and can be anyone, including an attorney.
- Articles of Incorporation form. Use Missouri's official Form Corp. 41 ("Articles of Incorporation of a For Profit Corporation"), available from the Secretary of State website.
- Corporate structure details. Decide on your board of directors, initial officers (if desired), and share structure, though only limited information goes in the Articles.
- $58 filing fee. The current fee for forming a corporation in Missouri. Payment methods are available through the online filing portal.
How to Incorporate in Missouri: Step-by-Step
Step 1: Choose and Clear Your Business Name
Your corporation name must be distinguishable from every other corporation, limited liability company, limited partnership, limited liability partnership, and limited liability limited partnership on the Secretary of State's records.
Search the Missouri business entity database at bsd.sos.mo.gov to confirm your desired name is available. If someone already holds it, you have two options: choose a different name or contact the existing entity to request written consent to use their name.
If you want to hold a name while you prepare to file, you can reserve it for 60 days by filing a name reservation (Form Corp. 16) and paying a $25 fee. This reservation can be renewed twice, extending protection to 180 days total.
Step 2: Select Your Registered Agent
Every corporation must continuously maintain a registered agent with a Missouri street address. This agent receives official notices and legal documents on behalf of your corporation.
You can name yourself (if you are a Missouri resident with a business office in Missouri), another individual resident, or a corporation licensed to do business in Missouri. The agent's business office address must match your registered office address. A mailbox service is not sufficient unless you pair it with a physical street address.
Many businesses use professional registered agent services for a small annual fee, which keeps their personal address private and ensures notices are handled reliably.
Step 3: Prepare and File Your Articles of Incorporation
Download Form Corp. 41 from the Missouri Secretary of State. Complete it with the following information:
- Corporation name (exactly as it will appear on your license)
- Street address of registered office in Missouri
- Name and address of registered agent
- Incorporator name(s) and address(es)
- Mailing address for the corporation (if different from registered office)
- Optional: principal office address (if different from registered office)
The Articles do not need to include information about shares, directors, officers, or your business purpose, though you may include optional provisions if desired. Keep it simple and file the minimum required by law.
Step 4: File Online (Recommended) or by Mail
File through the Missouri Business Filings online portal. Online filing is fast, reliable, and you can track your submission immediately.
Online filing process: Upload your completed Articles of Incorporation, provide payment (credit card or electronic check), and submit. Online filings are typically processed immediately after submission. You will receive a confirmation email with your filing details.
Paper filing alternative: Mail your Articles and check to the Missouri Secretary of State, Corporations Division. Paper filings take longer and the office does not publish guaranteed processing times. Include a cover letter with your name and phone number for questions.
Filing fee is $58. If you file by mail, make your check payable to "Missouri Secretary of State."
Step 5: Receive Your Certificate of Incorporation
If you filed online, the Secretary of State typically issues your Certificate of Incorporation immediately, and you can download it from the portal. If you filed by mail, you will receive the Certificate by mail after processing is complete.
Your corporation legally exists as soon as the Secretary of State issues the Certificate. This is your proof of incorporation.
After Incorporation: Required Next Steps
Annual Registration Report
Corporations incorporated or qualified in Missouri on or after July 1, 2003 must file an Annual Registration Report. This report is due at the end of the month in which your corporation was incorporated. For example, if you incorporate in September, your first report is due September 30.
Each subsequent report is due on the same date each year. The filing fee is $20. Filings that arrive after the deadline incur an additional penalty of $15 for each 30-day period late.
Corporations can also opt for biennial reporting (every two years) if they prefer a less frequent cycle.
Register for Missouri Taxes
Register your corporation with the Missouri Department of Revenue for state income tax. Corporations pay a flat 4% corporation income tax (for tax years beginning on or after January 1, 2020).
If your business will have employees, register with the Missouri Department of Revenue for employer withholding tax and with the state's Division of Employment Security for unemployment insurance.
If you sell tangible personal property or taxable services, you must also obtain a sales tax license from the Department of Revenue at dor.mo.gov.
Obtain a Federal EIN
Apply for a federal Employer Identification Number (EIN) from the Internal Revenue Service. You can apply for free online at irs.gov. You will need your EIN to open a business bank account, hire employees, and file federal tax returns.
Local Licensing and Permits
Missouri has no statewide general business license. However, your city or county may require local business licenses or permits. Contact your city or county clerk to confirm what licenses you need for your specific business activity and location. Some industries, such as food service, construction, or professional services, require state-issued licenses in addition to local permits.
Key Facts About Missouri Corporations
No corporation franchise tax: Missouri repealed its corporation franchise tax for tax years beginning on or after January 1, 2016. You owe no annual fee to the state beyond the annual report filing fee.
Income tax: Corporations pay Missouri income tax at a flat 4% rate on net income. This is lower than the top individual income tax rate of 4.70%, making the corporate structure potentially tax-efficient for some businesses.
Registered agent is mandatory: You must maintain a registered agent continuously. Failure to do so will result in administrative dissolution of your corporation and loss of liability protection. If your registered agent changes, file a change notice (Form Corp. 58) with the Secretary of State. The filing fee is $10.
Incorporation takes effect immediately: Your corporation legally exists the moment the Secretary of State issues your Certificate of Incorporation. You can open a bank account, sign contracts, and transact business as a corporation immediately after filing.
Common Mistakes to Avoid
Choosing a name that already exists: A rejected filing wastes time and the filing fee. Always search the business entity database before you finalize your name choice.
Using a personal mailbox as a registered office: The registered office must be a physical street address. If you use a mailbox service, pair it with a physical office location.
Forgetting the annual report: Missing the annual report deadline triggers penalties and can eventually lead to administrative dissolution of your corporation. Mark your calendar now for the report deadline each year.
Changing registered agents without notifying the Secretary of State: You must formally notify the Secretary of State within 30 days of any change. Failure to maintain continuous registered agent coverage is one of the fastest ways to lose corporate status.
Assuming corporate status is automatic: You must actually file the Articles and receive the Certificate. Incorporation is not automatic and does not happen simply because you plan to form a corporation.
Timeline and Costs
Here is what you can expect:
| Item | Cost | Timeline |
|---|---|---|
| Articles of Incorporation filing (online) | $58 | Immediate (same-day processing typical) |
| Name reservation (optional) | $25 | Immediate (valid 60 days, renewable to 180 days) |
| Annual registration report (first year) | $20 | Due end of month of incorporation |
| Registered agent service (optional third-party) | $50–$200/year typically | Recurring, varies by provider |
| Federal EIN application | Free | Same-day (online) or 2–4 weeks (by mail) |
When to Consult a Professional
Basic incorporation in Missouri is straightforward and you can complete it yourself. However, consider consulting a business attorney or accountant if:
- You have multiple owners and need to draft a shareholder agreement or operating agreement.
- Your business involves complex tax planning, investment, or liability concerns.
- You are unsure whether a corporation or an LLC is the right structure for your situation.
- Your industry requires specific state licensing or regulatory compliance (healthcare, finance, real estate, etc.).
An attorney can help you with initial governance documents (bylaws, board resolutions) and ensure your structure protects your personal assets. A CPA can advise you on tax efficiency, quarterly estimated taxes, and payroll compliance.
Additional Resources
Missouri Secretary of State, Business Corporations: sos.mo.gov/business/corporations
Missouri Business Filings Online Portal: bsd.sos.mo.gov
Missouri Department of Revenue: dor.mo.gov/taxation/business
Missouri SBDC (Small Business Development Center): sbdc.missouri.edu
U.S. Small Business Administration (SBA) District Office for Missouri: sba.gov/district/st-louis
Disclaimer
This article is informational and does not constitute legal or tax advice. Business formation involves legal and tax implications that vary by situation. Before incorporating, consult a qualified attorney and accountant to ensure a corporation is the right choice for your specific circumstances and to understand your obligations under Missouri law and federal tax law.