Missouri Incorporation Made Easy
Missouri incorporation ca be a simple process with the right assistance. at LawInc, we make it simple to incorporate in California. To start your Missouri incorporation, click on “Order Now.” Please feel free to call us, anytime, with any questions. Incorporate Missouri today.
Missouri Incorporation Tasks
Incorporate in Missouri easily. Incorporating a Missouri corporation can be vital to businesses based of Missouri. At LawInc, we prepare your Missouri corporation Articles of Incorporation, bylaws, stock certificates, stock ledger and more. We can even obtain your Missouri corporation Tax ID number and file your Missouri S corporation election with the IRS. Incorporate in Missouri online.
Missouri Incorporation Information
The following Missouri incorporation information will likely be helpful when deciding to incorporate in Missouri.
Missouri Corporation Name
The first step in forming a Missouri corporation is selecting the business name. Missouri corporation names:
- Must contain “Corporation”, “Incorporated”, “Company”, “Limited”, “Corp.”, “Inc.”, “Co.” or “Ltd.”.
- Must be distinguishable upon the records of the Missouri Secretary of State from any other formally organized entity registered with the Missouri Secretary of State’s office, such as corporations, limited liability companies, limited partnerships, and limited liability partnerships.
- May not imply that it will conduct business as a bank, trust company, insurance company or public service company unless it proposes in fact to engage in such special kind of business.
An available Missouri corporation name may be reserved with the Missouri Secretary of State for a 60 day period.
LawInc.com permits you to choose up to three names and will conduct a name search for your Missouri corporation, prior to filing. Create a Missouri corporation with confidence that your Missouri corporation name is available.
Missouri Incorporation Process
Missouri Filing Procedure: To incorporate in Missouri, you must file Missouri Articles of Incorporation with the Missouri Secretary of State.
Missouri Corporation Articles of Incorporation: The Missouri Articles of Incorporation should include:
- Name of the Missouri corporation.
- Name and physical address of the Missouri corporation’s registered agent.
- Name and address of each Missouri corporation incorporator.
- Duration of Missouri corporation.
Missouri Corporation Filing Fee: $58 = $3 filing fee for issuing the Certificate of Incorporation + Incorporation Tax (minimum tax of $55) based on aggregate dollar amount of all of its authorized shares (share without par value being deemed to have a value of $1 for the purpose of computing the Incorporation Tax) at following rates:
|AUTHORIZED SHARES IN $||RATE|
|Not exceeding $30,000||$55|
|Exceeding $30,000||$55 plus $5 for each additional $10,000|
Missouri Corporation Authorized Shares: The maximum number of authorized shares for the minimum incorporation tax is $30,000 of par value shares or 30,000 no-par shares.
Missouri Corporation Incorporator: Minimum number of incorporators is one (1) (a natural person over 18 years of age) and there is no requirement that the incorporator be a resident of Missouri.
Missouri Corporation Directors: The minimum number of Missouri directors is one (1).
Missouri Corporation Purpose: The Articles of Incorporation should reference a corporation purpose and may include the following statement: “and all other legal acts permitted general and business corporations.”
Missouri Corporation 1244 Stock: Election to have stock classified as IRC Section 1244 stock allows for a substantially larger application of the deduction from business losses to ordinary income than regular stock. With regular stock, you can only offset $3,000 against ordinary income. With the issuance of Section 1244 Stock, the corporation can claim an ordinary loss deduction of as much $100,000.
Missouri Registered Agent: When you incorporate in Missouri, a Missouri corporation must maintain a registered agent and office to receive service of process in Missouri. The Missouri registered agent should be available, at a Missouri physical address, during normal business hours to accept important legal and tax documents on behalf of the Missouri corporation. The registered agent can either be (1) an individual with a physical Missouri address or (2) a corporation authorized to serve as registered agent.
Missouri Professional Corporation: Missouri professional corporations are created to provide one or more professional services. The shareholders of a Missouri professional corporation are required to be licensed or authorized to practice a certain profession. The following professionals can form Missouri professional corporations: Missouri accountants, Missouri architects, Missouri engineers, Missouri attorneys, Missouri dentists, Missouri physicians, Missouri veterinarians, Missouri real estate salespeople and Missouri registered nurses. When forming a Missouri professional corporation, the Articles of Incorporation must be accompanied by a certificate of the licensing authority of the particular profession.
Missouri Incorporation Post-Filing Requirements
Missouri Annual Registration Report: Missouri corporations are require file an Missouri corporation Annual Registration Report which is due at the end of the incorporation anniversary month. For example, if the Missouri corporation is formed on January 10th, the annual report would be due on January 31st. The cost to file the report online is $20. Failure to file the report will result in administrative dissolution of the Missouri corporation. To file and pay the Missouri Annual Registration Report, visit https://www.sos.mo.gov/BusinessEntity/annualreport/reportstart.asp.
Missouri Corporate Minutes: Missouri corporations should hold and document annual shareholder and director meetings.
Missouri Incorporation Taxes
Missouri Corporation Taxes: For information on Missouri income tax ,visit: http://dor.mo.gov/.
Missouri C Corporation: When incorporating in Missouri, all Missouri corporations formed by default are “C” corporations. A Missouri C corporation is a Missouri corporation that has not made an election to be an “S” corporation. The term C corporation is specifically used because the entity is taxed under subsection C of the IRS code. Missouri C corporations are taxed at two levels (“double taxation”). This means that the corporation itself pays its own tax when it makes money (the first tax). The owners or shareholders are then taxed again when they are paid a salary or dividend by the corporation (the second tax). Despite double taxation, Missouri C corporations offer many planning and benefit opportunities.
Missouri S Corporation: A Missouri S corporation is a corporation that has made an election with the IRS to be treated for tax purposes as a “pass-through entity.” This means that corporate profits and losses are passed through to the shareholders (owners) who report them on their own personal tax returns and pay the tax at the individual level. The corporation pays no federal income tax at the corporate level. Missouri S corporations are not subject to the double taxation C corporations encounter. The State of Missouri recognizes federal S corporation status.
These are the 3 main advantages of forming a Missouri S corporation:
- No double taxation: One of the main advantages of Missouri S corporation status is that it avoids the double taxation that occurs with a regular Missouri C corporation. In a Missouri C corporation, the corporation pays income tax on its profits and, if those profits are distributed to shareholders, the shareholders pay income tax on the distribution.
- Loss deductions: The availability of losses. Shareholders of a Missouri S corporation generally may deduct their share of the corporation’s net operating loss on their individual tax returns in the year the loss occurs. Losses of a Missouri C corporation, however, may offset only the corporation’s earnings.
- Self-employment tax savings: By electing S corporation status, only the earnings actually paid out to you as salary are subject to payroll taxes; money left in the business is not subject to payroll taxes or self-employment tax. All income passes through, but its tax status depends on whether it is classified as salary or ordinary income.
Federal Tax Identification Number/Employer Identification Number (EIN): The Federal Tax Identification Number, also known as the Employer Identification Number (EIN) is a number that is assigned to a business by the Internal Revenue Service. An EIN is like a Social Security Number for a business. It is a requisite for certain business functions such as opening bank accounts or hiring employees. When incorporating in Missouri, Missouri corporations should obtain an EIN.
Missouri Incorporation Dissolution
Missouri Corporation State Dissolution Requirements: After you incorporate in Missouri the corporation can be voluntarily dissolved by filing a Resolution to Dissolve (form Corp. 57) and a Request for Termination (form Corp.47). The filing fee is $25 for each. A Certificate of Tax Clearance from the Missouri Department of Revenue will also be required.
Missouri Corporation Federal/IRS Dissolution Requirements: Missouri Corporations are required to file IRS Form 966, Corporate Dissolution or Liquidation. A final tax return should be filed with the IRS. Form 966 should be filed along with the final tax return. Final state tax returns may also need to be filed. Follow up with an accountant regarding all tax related requirements pertaining to your Missouri corporation.