Form a Domestic Limited Liability Company in Missouri – Limited Liability Company Articles of Organization

The Missouri Limited Liability Company Articles of Organization is a basic template form used to submit the minimum information to register this entity with the Missouri Secretary of State. All Limited Liability Companies must fulfill the information reporting requirements set forth in this form and pay the $105.00 Filing Fee when submitting this information. Typically this will take eight to ten business days but this may vary depending upon the workload of the Business Division of the Missouri Secretary of State.

You may file this form either by mail or online. If you choose to file online, you must pay with a credit card or an e-check. There will be a small convenience charge when filing with this method. If you are filing by mail, you will need to pay with a check or money order payable to “Secretary of State.”

How To File Online

Step 1 – Go to the Missouri Secretary of State Corporations Online Portal here: https://bsd.sos.mo.gov/LoginWelcome.aspx?lobID=1&ReturnURL=~%2fBusinessEntity%2fBEShoppingCart.aspx. In the lower left hand area of the page locate the box labeled “My Account.” Enter your User Name in the “User ID” field and your password in the “Password” field then select the link labeled “Login.”

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Step 2 – This is the Home Page for your account. In the upper left hand area (“LLC Filings”), select the link labeled “Create LLC.”

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Step 3 – On the first page of the “Create a New Entity” form, select “Limited Liability Company” from the drop down list labeled “Type.” Next, from the drop down list labeled “Domestic or Foreign,” select “Domestic.” When you are ready, click on the button labeled “Begin.”

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Step 4 – There will be two fields labeled “Name Reservation Number” and “Name” here on the “Name” page. If you have Reserved a Name, then report the Reservation Number you received in the first field. If not then enter the Name the forming Limited Liability Company will operate under and be known as in the second field. If entering a Name, make sure it includes the appropriate Business Suffix (i.e. “Limited Liability Company,” “L.L.C.,” “LLC,” etc.). When the appropriate field has been successfully filled out, select the button labeled “Next: General Infor.”

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Step 5 – The “General Information” page will have several fields requiring definition. First locate the drop down field labeled “Duration.” Here a drop down list with the choices “Free Form,” “Perpetual,” and “Date.” This field requires you to define how long the Limited Liability Company intends to be a Limited Liability Company. If the Limited Liability Company will dissolve once a certain event occurs, select “Free Form” then define the event in the field that generates to the right. If the Limited Liability Company will dissolve on a certain Date, then select “Date” and report the Date in the field that generates to the right. If the Limited Liability Company intends to operate indefinitely then select the choice labeled “Perpetual.”

Step 6 – The field labeled “Managed by” will provide two choices in a drop down list to define who makes managerial decisions in the Limited Liability Company. You may choose either “Manager” or “Member.”

Step 7 – The next field requiring attention is the “Purpose” field. Define how the Limited Liability Company will conduct or transact business and its general nature.

Step 8 – The “Future Effective Date” field will give you the opportunity to define the Date this filing goes into Effect (if it is successful). If you wish the Missouri Limited Liability Company Articles of Organization to go into Effect when they are filed by the Missouri Secretary of State, then leave this field blank. If you wish the Missouri Limited Liability company Articles of Organization to go in Effect on a different Date (between the Filing Date and 90 Days after the Filing Date) then, enter the Desired Date of Effect in this field.

Step 9 – The next area applies only to Limited Liability Companies who have designated Series set up in their Operational Agreements. If this is such a company, then place a mark in the check box labeled “Series LLC.” You must fill out and attach Form LLC 1A. Fill out this form and select the button labeled “Choose File” to locate the file on your machine. Then select the button labeled “Upload” to attach it to the online form being submitted. If this is not a Limited Liability Company with any designated Series, then leave the check box blank. When you are ready, select the button labeled “Next Reg. Agent.”

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Step 10 – This next page, “Registered Agent,” will require you to document who the acting Missouri Registered Agent obtained by the Limited Liability Company is and where the Registered Office is Physically Located. First, you must define the type of entity the Missouri Registered Agent is. If the Missouri Registered Agent is a person then select the radio button labeled “Reg. Agent is Individual” under the words “Add Registered Agent.” If the Missouri Registered Agent is a business entity then select the radio button labeled “Reg. agent is Organization” beneath the words “Add Registered Agent.” For our purposes, select the first radio button.

Step 11 – Enter the First Name, Middle Name, and Last Name of the Missouri Registered Agent using the “First Name,” “Middle Name,” and “Last Name” fields.

Step 12 – If you have a Commercial Missouri Registered Agent, then define the search criteria using the drop down list labeled “Starting With” and slect the “Search Reg Agent” button. You will then be provided with a table of Registered Agents to choose. If you have not obtained a Commercial Registered Agent or if you have to manually enter the Registered Agent information, select the button on the left labeled “I Do Not Want To Search.” For our purposes select the “I Do Not Want To Search” button. This will generate the necessary fields to enter the Address of the Registered Office.

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Step 13 – When entering this Address, make sure this is the Physical Location of the Registered Office where the Missouri Registered Agent may be found. This may not be a P.O. Box. In “Address Line 1,” document the Building Number, Street, and any Applicable Unit Number where the Registered Office is located. If there is not enough room, you may continue to report this information in “Address Line 2” and “Address Line 3.” Next, enter the City of the Registered Office in the field labeled “City” and select “MO” in the “State” field (the Registered Agent must be located in Missouri). Finally enter the Zip Code in the field labeled “Zip.” When you have done this, select the button labeled “Save Reg. Agent.”

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Step 14 – This page will allow you to review the information you have entered in the Registered Agent screen. Read this carefully. You may use the “Update” or “Delete” buttons to either edit or delete this entry (respectively). If this information looks correct, select the button labeled “Next: Organizers.”

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Step 15 – This page, “Organizers,” requires the Identity and Address of at least one Organizer. That is, the Signature Party who will provide an Electronic Signature require to submit this online form to the Missouri Secretary of State. There may be a maximum of five Organizers signing this document however if more than five wish to sign, you will need to file a paper document. First indicate if the party you are reporting is an Individual or an Organization. If the Organizer being documented is an Individual then select the first radio button. If the Organizer being reported is a business entity, select the second radio button. For our purposes, select the first radio button (“Organizer is individual”).

Step 16 – There will be four fields provided to fully report an Organizer’s Name: First Name, Middle Name, Last Name, and Suffix. Use these fields to report the Full Name of the Organizer being reported. Note: You must fill out the “First Name” field and the “Last Name” field.

Step 17 – Select the Country associated with the Organizer’s Address from the drop down list labeled “Country.”

Step 18 – You will be provided for with three fields to report the Organizer’s Address: Address Line 1, Address Line 2, and Address Line 3. You must fill in “Address Line 1.” Both “Address Line 2” and “Address Line 3” are provided as a convenience for those with a Street Address that is too long to report in one field. Also, you must report the City, State, and Zip Code of the Organizer using the “City,” “State,” and “Zip” fields at the bottom of this page. When you have finished entering all the information select the button labeled “Save Organizer.”

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Step 19 – This page will give you the opportunity to review the entry you made for the Organizer you just reported. From here you may list another Organizer by selecting the button labeled “Add Organizer,” you may update or delete the entry with the “Update” or “Delete” buttons, or you may navigate to the previous or next screens with the buttons along the bottom. When you are ready, select the button labeled “Next: Review Filing.”

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Step 20 – This page will display all the information you have entered on the previous screens in one place. This can be very useful as a review and, in fact, it would be very wise to read and verify all this information. If any information needs to be edited you may navigate to the section using the “Update” button provided. When you are ready, place a check mark in the box labeled “I acknowledge that the information provided above is true and correct.” Then, select the button labeled “Next: Signature(s)” to proceed to the next section.

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Step 21 – Locate the “Add Signer” button. The Signature Party must select this button.

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Step 22 – This page will provide the appropriate fields for the Signature Party to provide an Electronic Signature. First, select one of the first two radio buttons, labeled “Individual” and “Organization” respectively, to indicate the entity type of the Signing Party. For our purposes, select “Individual.”

Step 23 – The Signing Party must type his or her First Name, Middle Name, and Last Name in the fields labeled “first Name,” “Middle Name,” and “Last Name” fields, respectively. When this has been done, indicate the “Title” the Signature Party is (i.e. “Organizer”) holds in relation to the Limited Liability Company. Once this is done, the Signature Party must check the box labeled “The undersigned understands…” When you are ready, select the button labeled “Save.”

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Step 24 – This screen will allow you to review the Signature Party’s information. You may Add up to five Signature Parties using the “Add Signer” button and edit or delete an Organizer with the “Update” and “Delete” buttons. If this looks correct, select the button labeled “Next: Shopping Cart.” This will require a payment for all applicable fees associated with your submission. The minimum Filing Fee of $55.00 will be required by the Missouri Secretary of State. (Note: A $1.25 Convenience Fee will be added). This must be remitted with a credit card or e-check.

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How To File

Download Form

Step 1 – You may obtain a blank Missouri Limited Liability Company Articles of Organization by selecting the above link (“Download Form”) with your mouse then saving the file to your computer. You may then enter the information directly on-screen using a PDF form friendly browser or PDF program. This document must be legible, thus if you do not have this software, print the file then use a type writer to enter the information requested.

Step 2 – In Article 1, you will need to report the Full Name you wish the Limited Liability Company to be known as in the State of Missouri. This must be a Name that no other entity has a claim on and it must contain a business suffix indicating the type of entity being formed (i.e. “Limited Liability Company” or “LLC”).

Step 3 – In Article 2, report the Purpose of the domestic Limited Liability Company. That is, define how it will conduct business in the State of Missouri and/or the type of business that shall be conducted.

Step 4 – Report the Full Name of the Limited Liability Company’s Missouri Registered Agent on the blank line in Article 3. There wil be a labeled area (“Name”) for this purpose. In the area labeled “Street Address,” enter the Address of the Missouri Registered Agent’s Registered Office. This may not contain a P.O. Box and must be composed of the Building Number, Street, and Unit Number of the Registered Office. The area labeled “City/State/Zip,” is designated for the remainder of the Registered Office Address. Note: The Missouri Registered Office must be physically located in the State of Missouri.

Step 5 – Next, in the Fourth Article, indicate precisely who will manage the Limited Liability Company. If this is Manager-managed then check the first box. If this is Member-managed then check the second box.

Step 6 – In Article 5, you must define the intended lifespan of the Limited Liability Compny being registered. This may be answered by defining a certain event that would cause the Dissolution of the Limited Liability Company, a predetermined Time Period for which it shall remain active, or you may enter the word “Perpetual” should the Limited Liability Company intend to operate indefinitely or at will.

Step 7 – Every Organizer of this Limited Liability Company must have his or her Name and Address documented in Article 6. Note: An Organizer’s Address must have the following components: Building Number, Street, Unit Number (if applicable), City, State, and Zip Code. You may not use only a P.O. Box Address. If an Organizer wishes to report a Mailing Address, this is permissable but the Physical Address must be reported as well. You will be give two blank lines for this task, however if you need more room, you may continue the Roster on a separate document and attach it to this form.

Step 8 – As per Missouri Revised Statutes Chapter 347, Limited Liability Companies in the State of Missouri may assign Series in their Operational Agreements. In Article 7, you must provide the Name of each existing Series by placing a mark in the check box and entering the Name of the Series in the space provided. Every Series must have the Full Name of the Limited Liability Company it relates to. Note: Each Series must file this form as an Attachment: Form LLC 1A.

Step 9 – The second area of Article Article 7 requires the Full Name and Complete Address where the Filed Missouri Limited Liability Company Articles of Organization may be returned to. List the Recipient’s Full Name on the first line, the Street Address on the second line, then the City, State, and Zip Code on the third line.

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Step 10 – Article 8 will provide a useful opportunity for some. You may set the Effective Date of a successful filing here. That is, if you wish the Date of Effect to occur on a specific Date within 90 Days of the Filing Date (only after the Filing Date), then enter the desired Date of Effect on the blank line provided. If you wish the Date of Effect to occur on the successful Filing Date of these articles, then leave this line blank.

Step 11 – Next, locate the Signature section. This will be located below the words “In Affirmation thereof…” Here, each Organizer must Sign and Print his or her Name then provide the Date of Signing. There will be three blank lines provided. Each may have one Organizer Signature. If there are more, you may continue the Signature List on a separate sheet of paper, clearly label it, then submit as an attachment.

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Step 12 – Verify all the information you have reported here is accurate and up to date. Once you have organized any necessary attachments and arranged for a full payment of the $105.00 Filing Fee using a check or money order payable to “Secretary of State,” you may mail the Missouri Limited Liability Company Articles of Organization and its accompanying documents.

Mail To:

Secretary of State
Corporations Division
James C. Kirkpatrick State Information Center
PO Box 778
Jefferson City, MO 65102