How to Form a Partnership or LLP in Missouri

Starting a business with partners in Missouri can be simpler than going the corporation or LLC route, but each partnership structure has different filing requirements and costs. This guide walks you through forming a general partnership, limited partnership, or limited liability partnership in Missouri with precise fees, filing steps, and state requirements.

Partnership Types in Missouri: A Quick Comparison

Missouri recognizes three main partnership structures. Understanding which one fits your business is the first decision you need to make.

General Partnership (GP)

In a general partnership, all partners share management, liability, and profit equally unless your partnership agreement says otherwise. Each partner is personally liable for the business's debts and the actions of other partners. General partnerships are the simplest and cheapest to form.

Limited Partnership (LP)

A limited partnership has two classes of partners: general partners who manage the business and bear personal liability, and limited partners who invest money but take no management role and have liability limited to their investment. An LP requires a state filing with specific documentation.

Limited Liability Partnership (LLP)

An LLP protects all partners from personal liability for the negligence or misconduct of other partners, though each partner remains liable for their own actions. LLPs are common for professional services firms (law, accounting, architecture). They require state registration and annual renewal.

Materials and Documents You'll Need

Before you file anything with Missouri, gather these items.

For All Partnership Types

• Names and addresses of all partners
• Business name (if using a name other than partners' surnames for a general partnership, or any name for an LP or LLP)
• A written partnership agreement (strongly recommended for all types, required for most banks and lenders)
• Identification for each partner (driver's license or passport)
• Registered agent information (name and Missouri business address, if required)

For Limited Partnerships

• Certificate of Limited Partnership form (available from the Missouri Secretary of State)
• Names and addresses of all general and limited partners
• Principal place of business address in Missouri

For Limited Liability Partnerships

• Application for Registration of Limited Liability Partnership form
• Names and addresses of all partners
• Registered agent name and business office address (required)
• Type of business the LLP will conduct

Missouri Fees and Filing Costs

Here's what you'll pay to the Secretary of State.

General Partnership

If you use only the partners' surnames in your business name, you do not need to file anything with Missouri. If you use a trade name or fictitious business name, you must register it with the Secretary of State. The registration fee for a fictitious name is $7.00.

Limited Partnership

The Certificate of Limited Partnership filing fee is $105.00, paid to the Missouri Secretary of State.

Limited Liability Partnership

LLP registration fees depend on the number of partners:

• 2 partners: $55.00
• 3 partners: $80.00
• 4 or more partners: $105.00

Annual renewal is required and costs $105.00 per year, plus $50.00 for each partner beyond the initial partner count (maximum total renewal fee of $205.00).

How to Form a General Partnership in Missouri

A general partnership is the fastest and cheapest option.

Step 1: Choose Your Business Name and Check Availability

Decide whether you'll use only the partners' last names or a fictitious name. If you're using only surnames (for example, "Smith and Jones"), you do not need state approval and do not need to file. If you want to use any other name, search the Missouri Secretary of State's business search tool at https://bsd.sos.mo.gov/BusinessEntity/BESearch.aspx?SearchType=0 to make sure it's not already taken.

Step 2: Register a Fictitious Name (If Needed)

If your partnership name includes anything other than all partners' last names, file a Registration of Fictitious Name (Form Corp. 56) with the Missouri Secretary of State. The fee is $7.00. File online at https://bsd.sos.mo.gov/ or mail the form to the Corporations Division. Online filings are processed immediately.

Step 3: Create a Partnership Agreement

Draft a written partnership agreement covering profit sharing, management roles, decision-making authority, dispute resolution, and what happens if a partner leaves or dies. While Missouri does not require this in writing, every partnership should have one. Without a written agreement, Missouri's default partnership law applies, which may not match your intentions. Have an attorney review it if the partnership will involve significant assets or complexity.

Step 4: Get an EIN and Register for Taxes

Apply for an Employer Identification Number (EIN) from the IRS at https://www.irs.gov/ein. Register with the Missouri Department of Revenue for any taxes your partnership owes, including sales tax if you sell taxable goods or services, and payroll withholding if you hire employees. Register online at https://dor.mo.gov/register-business/.

Step 5: Open a Business Bank Account

Take your EIN letter, partnership agreement, and identification to a Missouri bank and open a business account under your partnership's name. This is essential to keep personal and business finances separate.

How to Form a Limited Partnership in Missouri

Limited partnerships require more paperwork than general partnerships but offer liability protection to limited partners.

Step 1: Choose and Verify Your Business Name

All limited partnerships must include the words "Limited Partnership" or the abbreviation "LP" in the business name. Search the Secretary of State's database to make sure the name is available.

Step 2: Prepare the Certificate of Limited Partnership

Complete the Certificate of Limited Partnership form (available from the Missouri Secretary of State at https://www.sos.mo.gov/business/corporations). The certificate must include:

• The partnership's name (including "Limited Partnership" or "LP")
• The address of the registered office and the name of the registered agent
• The name and address of each general partner
• The events, if any, on which the partnership is to dissolve, or the number of years it is to continue
• Any other matters the general partners choose to include
• The signature of all general partners

Step 3: File with the Missouri Secretary of State

Submit the Certificate of Limited Partnership online through the Missouri Business Filings portal at https://bsd.sos.mo.gov/ or mail it to the Corporations Division. The filing fee is $105.00. Online filings are typically processed immediately.

Step 4: Create a Limited Partnership Agreement

Draft a written agreement that details the rights, duties, and profit distribution for general and limited partners. This agreement governs internal operations and is not filed with the state but is critical to avoid disputes.

Step 5: Register for Federal and State Taxes

Apply for an EIN from the IRS and register with the Missouri Department of Revenue for sales tax, payroll withholding, and any other applicable taxes.

Step 6: Open a Business Bank Account

Open an account under your partnership's name using your EIN and Certificate of Limited Partnership as proof of formation.

How to Form a Limited Liability Partnership in Missouri

LLPs provide liability protection to all partners and are popular for professional practices.

Step 1: Choose and Verify Your Business Name

Your LLP name must contain "Limited Liability Partnership" or the abbreviation "LLP" and must be distinguishable from other businesses on file in Missouri. Search the Secretary of State's database to verify availability.

Step 2: Prepare the Application for Registration of Limited Liability Partnership

Complete the LLP registration form (available from https://www.sos.mo.gov/business/corporations) with the following information:

• The LLP's name (including "LLP")
• The principal place of business address in Missouri
• The number of partners on the date of application
• The name and business office address of a registered agent in Missouri (required; can be an individual partner or a business entity)
• A brief description of the type of business
• The signature of at least one partner

Step 3: File with the Missouri Secretary of State

Submit the application online at https://bsd.sos.mo.gov/ or by mail. The filing fee depends on your partner count:

• 2 partners: $55.00
• 3 partners: $80.00
• 4 or more partners: $105.00

Online filings are processed immediately.

Step 4: Designate a Registered Agent

Your LLP must maintain a registered agent with an office in Missouri at all times. This person or entity receives official correspondence from the state. The registered agent can be a partner, an employee, or a professional agent service. If you change your registered agent, file a change form with the Secretary of State (fee: $10.00).

Step 5: Create an LLP Operating Agreement

Write an operating agreement covering partner rights, profit sharing, management authority, and exit procedures. While not required by Missouri law, this agreement protects all partners and clarifies expectations.

Step 6: File Annual Renewal

LLPs must renew their registration every year with the Missouri Secretary of State. The renewal fee is $105.00 per year, plus $50.00 for each partner beyond the initial partner count (capped at $205.00 maximum). File the renewal before the registration expires, one year after the date of registration.

Step 7: Register for Federal and State Taxes

Apply for an EIN and register with the Missouri Department of Revenue for applicable taxes.

Step 8: Open a Business Bank Account

Open a business account using your EIN and LLP registration documents.

What You Should Know: Taxes and Annual Requirements

Missouri does not impose a state business license requirement or annual report for general partnerships. General partners in any partnership structure report partnership income on their personal Missouri income tax returns at graduated rates topping out at 4.70 percent for 2026.

Limited partnerships and LLPs must renew their registration annually with the Secretary of State. LLPs face an annual renewal fee of $105.00 plus $50.00 per additional partner (maximum $205.00). Limited partnerships do not have a renewal requirement once formed, only the initial $105.00 filing fee.

All partnerships must register with the Missouri Department of Revenue for sales tax (if applicable), payroll withholding (if you have employees), and corporation income tax or franchise tax obligations, if any. Missouri imposes no corporation franchise tax, and partnerships themselves do not pay corporation income tax; partners report their share of income on personal returns.

Common Mistakes to Avoid

• No written partnership agreement. Verbal partnerships lead to disputes. Write it down, have it reviewed by an attorney, and make sure all partners sign.
• Mixing personal and business finances. Use a separate business bank account to protect your personal assets in a lawsuit.
• Forgetting to register a fictitious name. If you use a trade name and don't register it, you may lose rights to it and face penalties.
• Missing LLP renewal deadlines. If you don't renew your LLP on time, the state will revoke your status and you lose liability protection. Mark renewal dates on your calendar and file 30 days early.
• Not maintaining a registered agent for your LLP. Every LLP must have a registered agent with a Missouri business address at all times. If you don't, the Secretary of State can cancel your LLP registration.
• Assuming limited partners can manage the business. In a limited partnership, limited partners who participate in management risk losing their liability protection. Keep them truly passive unless your agreement explicitly allows otherwise.

Next Steps After Formation

Once your partnership is formed and registered, you should:

• Obtain an EIN from the IRS
• Register with the Missouri Department of Revenue for sales tax and withholding
• Open a business bank account
• Set up business insurance (general liability, professional liability if applicable)
• Register for any professional licenses your state requires (for LLPs in regulated professions)
• Create and file partnership or operating agreements internally
• For LLPs, mark your calendar for annual renewal (same date each year, plus an annual registration fee of $105.00 to $205.00 depending on partner count)

Where to File and Get Help

Missouri Secretary of State, Corporations Division
https://www.sos.mo.gov/business/corporations
Online filing: https://bsd.sos.mo.gov/
Business entity search: https://bsd.sos.mo.gov/BusinessEntity/BESearch.aspx?SearchType=0

Missouri Department of Revenue
https://dor.mo.gov/taxation/business/

Small Business Help
Missouri Small Business Development Center: https://sbdc.missouri.edu
U.S. Small Business Administration: https://www.sba.gov/district/st-louis

Disclaimer

This article provides general informational guidance on Missouri partnership formation and is not legal or tax advice. Partnership law is complex and depends on your specific situation, assets, and business goals. State requirements and fees change. Before filing, verify current fees with the Missouri Secretary of State at https://www.sos.mo.gov/business/corporations and consult a Missouri attorney and tax professional to confirm your structure is right for your situation, that you comply with all local and federal requirements, and that your partnership or operating agreement protects your interests.