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Missouri Annual Report: Who Files It (Not LLCs) and What It Costs

Missouri Annual Report: Who Files It (Not LLCs) and What It Costs

If you're starting or running a business in Missouri, you've probably heard the term "annual report" thrown around. Here's what business owners most often get wrong: Missouri LLCs do not file annual reports with the Secretary of State. Corporations do. And the difference matters, because filing the wrong document, or filing when you don't need to, creates unnecessary expense and confusion.

This guide covers exactly who files what in Missouri, when it's due, what it costs, and what happens if you miss the deadline.

The Core Fact: Missouri LLCs File No Annual Report

Start here, because this is where most owner confusion begins. The Missouri Secretary of State's own FAQ confirms it plainly: Do limited liability companies have to file an annual report? No.

An LLC formed in Missouri, whether single-member or multi-member, owes the Secretary of State zero annual fees and zero recurring filing obligations. You don't file an annual report, a biennial report, or any registration report just to keep your LLC active. That's the whole story.

This is a genuine advantage. It means your compliance burden, at least with the state, is much lighter than it is for a corporation. You still owe other things, taxes, business registration if you're selling tangible goods, employer withholding if you have staff, but not an annual report to the Corporations Division.

Corporations: The Annual Registration Report ($20 to $45)

Corporations, by contrast, file. A for-profit corporation formed in Missouri must file an Annual Registration Report with the Secretary of State. This report updates the state's record of your registered agent and office, your officers and directors, and your principal place of business.

Here's what the filing costs:

  • Online filing via Missouri Business Filings portal: $20
  • Paper filing mailed to the Corporations Division: $45

There's also a biennial (every two years) option if you prefer to file less often:

  • Online biennial filing: $40
  • Paper biennial filing: $90

Online filing is faster and cheaper, so most businesses go that route. The Missouri Business Filings portal is at https://bsd.sos.mo.gov/.

When the Annual Report Is Due: A Specific Deadline That Depends on Your Formation Month

This is a critical detail. Your Annual Registration Report is due on a specific date that depends on when your corporation was incorporated or qualified.

For corporations incorporated or qualified on or after July 1, 2003, the report is due at the end of the month in which the corporation was incorporated or qualified. That's your deadline every year.

Example: If your corporation was incorporated on March 15, 2021, your Annual Registration Report is due by March 31 every year. If it was incorporated on December 10, 2020, it's due by December 31 every year.

For older corporations incorporated before July 1, 2003, the deadline shown on your most recent filed report is your deadline. Missouri law does not allow you to change that deadline, so you're locked into the month set on your prior filing.

Either way, you need to know your specific deadline. If you're not sure, search your corporation by name in the Missouri Secretary of State's Business Entity Search at https://bsd.sos.mo.gov/BusinessEntity/BESearch.aspx?SearchType=0.

What Happens If You Miss the Deadline

Filing late triggers a penalty. Missouri assesses a late fee of $15 for each 30-day period that the report is overdue. So if your report was due March 31 and you file it 60 days late, you owe $30 in late fees on top of the $20 filing fee.

More seriously, if your corporation doesn't file at all, the consequences escalate:

  • Domestic corporations can face administrative dissolution by the Secretary of State. An administratively dissolved corporation may carry on only the business needed to wind up its affairs until it is reinstated.
  • Foreign corporations (those formed out of state but qualified to do business in Missouri) can have their authority to do business revoked.

Once your corporation is dissolved or your authority is revoked, you'll need to reinstate it, which involves additional fees and filings. That process is more expensive and time-consuming than simply filing the annual report on time in the first place.

Nonprofits and LLPs: Different Rules

If you formed a different kind of entity, the annual report requirement works differently:

Nonprofit corporations. Nonprofit corporations registered with the Missouri Secretary of State do file an annual report. The filing fee is $10 online or $15 by paper. The deadline and renewal process are similar to for-profit corporations, but you'll want to confirm the specific dates with the Nonprofits Section of the Secretary of State's office.

Limited Liability Partnerships (LLPs). LLPs renew annually with the Secretary of State. The renewal fee is $105 per year. This is a recurring cost, unlike LLCs, so it's worth factoring into your choice of entity type if you're still deciding between structures.

Limited Partnerships (LPs). Unlike LLPs, limited partnerships do not file an annual report or annual renewal with the Secretary of State.

Don't Confuse the Annual Report with Taxes

This is where another major confusion happens. The annual report to the Secretary of State is not a tax filing. It's a maintenance filing to confirm your corporation is still active and has a valid registered agent.

Tax obligations are separate and apply to LLCs, corporations, and nearly every other business type:

  • Sales tax. If you sell tangible personal property or taxable services in Missouri, you must register for a sales tax permit with the Missouri Department of Revenue and file sales tax returns on the schedule they set (usually monthly or quarterly). This applies regardless of whether you're an LLC or corporation.
  • Corporation income tax. A corporation pays Missouri corporation income tax at a flat rate of 4 percent on its taxable income for tax years beginning on or after January 1, 2020. An LLC taxed as a corporation pays the same rate. A default-taxed LLC (pass-through) doesn't pay corporate income tax; instead, its members pay Missouri personal income tax on their share of LLC income.
  • Employer withholding. If you have employees, you must register with the Department of Revenue for Missouri withholding and register for state unemployment tax with the Division of Employment Security, regardless of entity type.

Franchise tax, which some states impose as an annual business tax, was repealed in Missouri for tax years beginning on or after January 1, 2016. You don't owe it.

The bottom line: paying taxes is not the same as filing an annual report. You can owe taxes without filing an annual report (if you're an LLC), and you can file an annual report without owing state income taxes (though you still owe federal taxes).

How to File Your Annual Report (If Your Corporation Needs To)

If you own a corporation and your annual report is due, here's the quickest path:

  1. Go to the Missouri Business Filings portal. Visit https://bsd.sos.mo.gov/. You'll need to set up an account or log in if you already have one.
  2. Search for your corporation by name. Verify that the Secretary of State has your current registered agent and registered office address on file. If either has changed, you'll need to file a change form before or with your annual report.
  3. File the Annual Registration Report online. The form is straightforward: confirm your corporation's registered agent and office, verify your corporation is still operating, and submit. Online filing costs $20 and is usually processed immediately.
  4. Pay the filing fee. The portal accepts Visa, MasterCard, American Express and Discover cards.
  5. Keep a copy of your filing confirmation. You'll get a confirmation number and a PDF receipt. Keep these for your records.

If you prefer to mail a paper filing, request the form from the Corporations Division or download it from the Secretary of State website, fill it out, and mail it with a check to the address shown on the form. Paper filings cost $45 and take longer to process.

Pro tip: File online at least a week before your deadline to give yourself a buffer. Many online filings are processed immediately after submission, so even if you wait until late in the month, you'll likely be fine. Paper filings, however, take longer, so don't wait until the last moment.

What Information You'll Need to File

When you file your Annual Registration Report, the Secretary of State will ask you to confirm or update the following information:

  • Your corporation's legal name (as registered with the Secretary of State)
  • Your registered agent's name and Missouri street address
  • Your registered office address (must be the same as the registered agent's business office)
  • The names and addresses of your officers and directors
  • The mailing address of your principal place of business

If any of this information has changed since your last filing, you may need to file an amended report or a separate change form. If, for example, you've changed your registered agent, file that change first or simultaneously with your annual report.

Important Disclaimer

This article is informational and explains how Missouri's annual report requirement works. It is not legal or tax advice. Specific situations can involve nuances not covered here, and tax obligations depend heavily on how your business is taxed (default LLC treatment, corporate election, partnership, etc.), your revenue, and your employees.

If you're unsure whether your business owes an annual report, or if you've missed a deadline and want to understand your options, consult a Missouri-licensed attorney or a CPA familiar with Missouri business law. The stakes of getting this wrong, dissolution or revocation of authority, justify professional guidance.

Quick Reference: Who Owes What in Missouri

Entity Type Annual Report Required Fee Deadline
LLC No $0 None
For-profit Corporation Yes $20 (online), $45 (paper) End of month of incorporation/qualification
Nonprofit Corporation Yes $10 (online), $15 (paper) Consult Secretary of State
Limited Liability Partnership Yes (renewal) $105 Annually
Limited Partnership No $0 None

Resources

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