Updated April 14, 2023
A Missouri LLC operating agreement is a required document written by company members to outline the conduct of the business and set the ownership interest amongst themselves. The agreement should include how the company will manage its operations, the appointment of officers, and the responsibilities of each member. If any of the terms should change, it should be reflected in an amendment and attached to the original document. An operating agreement is kept by each member and not filed with any government office.
Is an Operating Agreement REQUIRED in Missouri?
Yes. Missouri state law mandates LLCs to implement an operating agreement.
By Type (2)
Single-Member LLC Operating Agreement – For an LLC with just one owner to establish the business’s internal operations and designate the owner as the sole authority.
Download: Adobe PDF, MS Word (.docx), OpenDocument
Multi-Member LLC Operating Agreement – For an LLC with multiple owners to govern their financial relationships and the company’s internal conduct.
Download: Adobe PDF, MS Word (.docx), OpenDocument
Table of Contents |
How to Form an LLC in Missouri (5 steps)
One of the most important steps of the LLC filing process is the selection of a suitable business name. If the name you choose is already in use or reserved, you will need to change the name to one that is more distinguishable on the State’s records. Thus, you should perform a search of the Secretary of State name database prior to filing with the State to ensure the availability of your designation.
Step 1 – Appoint a Registered Agent
The LLC shall appoint a Registered Agent to receive annual state filings, service of process, or any other legal demand to be delivered to the LLC. In the State of Missouri, a Registered Agent may be one of the following:
- Domestic or Foreign corporation transacting business in the State
- Person with legal residence in the State
Step 2 – Articles of Organization/Application for Registration
Depending on your LLC type, you will need to submit either the Articles of Organization or Application for Registration, both of which may be filed online (User Account required) and by mail. Select your entity type and filing preference from the following options:
- Domestic – Articles of Organization
- *Foreign – Application for Registration
*A current Certificate of Existence must be included with all Foreign LLC filings.
Step 3 – Pay the Fee
Prepare the filing fee after completing your application. The fees for both Domestic and Foreign LLCs are as follows:
- Online – $50
- Adobe PDF – $105
Online applicants will finalize their registration upon payment of the fee. Those filing by mail must send all articles to the address listed below.
Corporations Division, P.O. Box 778, 600 W. Main St., Rm. 322, Jefferson City, MO 65102
Step 4 – Operating Agreement
Once you have completed your filing in the State of Missouri, you will be required to draft and implement an operating agreement. The form is a legal document that outlines the management structure of the LLC as well as the initial financial investments of each member, among various other provisions.
Step 5 – Employer Identification Number (EIN)
Issued by the Internal Revenue Service, the Employer Identification Number (EIN) allows the LLC to be recognized in the eyes of the federal government as a legitimate tax-paying entity. This number is necessary to conduct most financial transactions, such as paying employees and acquiring company credit cards. You may apply for an EIN by submitting one of the following applications:
Laws
- Missouri Revisor of Statutes: Limited Liability Companies – Title 23, Chapter 347
- Operating Agreement Statutes
“Operating Agreement” Definition
“Operating agreement” [is] any valid agreement or agreements, written or oral, among all members, or written declaration by the sole member concerning the conduct of the business and affairs of the limited liability company and the relative rights, duties and obligations of the members and managers, if any.