A Missouri LLC operating agreement is a document that company owners use to describe their plans for conducting business and dividing ownership. Within this agreement, they dictate the process for officer appointment and management operations.
They can also outline individual responsibilities that each member will assume. Once they complete this document, they don’t need to file it with any government body. Instead, a business can keep it in its records so it’s easily accessible for future reference.
Is an LLC Operating Agreement Required in Missouri?
YES, an LLC operating agreement is required in Missouri. Without this document, you won’t be able to legally form your LLC. This requirement applies to all types of LLCs.
By Type
Single-Member LLC Operating Agreement
Use to establish the operating procedures for a single-member limited liability company.
Multi-Member LLC Operating Agreement
Use to establish a solid foundation for managing your LLC.
Laws
The Missouri Revisor of Statutes covers limited liability companies within Title 23, Chapter 347.
§ 347.015(13) defines an operating agreement in the state of Missouri as “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.”
Furthermore, § 347.081 covers the structure of an operating agreement, including elements like its contents, policy statement, enforceability, and remedies. For example, it can include guidance on the powers and authority that different management members may have.
Costs and Fees
Starting an LLC is relatively affordable, and the fees are the same whether you’re starting a domestic or foreign LLC. The fee is $50 if you file online and $105 if you submit a paper form with the Missouri Secretary of State.
If you’d like to reserve a name for your LLC, you can file a reservation through the Missouri Secretary of State for $25. This process reserves your desired business name for 60 days.
How to Form an LLC in Missouri
Here are the steps you can take to form an LLC in Missouri:
Step 1 – Choose a Name
The first step to creating an LLC in Missouri is to select a business name. Remember, your business name must include “limited liability company” or an abbreviation such as LLC or L.L.C.
Your business name cannot be a duplicate of a currently existing business name. The Missouri Secretary of State’s website has a database to see what business names exist. You can use this website as a reference to ensure you select a unique name.
Step 2 – Select a Registered Agent
To set up your business, you need to find a registered agent. Registered agents are important because they handle service of process and can assist with filing and compliance of certain documents for the business.
In Missouri, a registered agent can be an individual or a business entity. If you select an individual, they must be a resident of Missouri. If you select a business entity, the entity must have legal authorization to conduct business in Missouri.
Step 3 – File Your Articles of Organization or Application for Registration
With your registered agent in place, you can file your articles of organization if you’re running a domestic business. You can fill out a PDF form or complete the process online. If you fill out the PDF form, you can mail it to the Missouri Secretary of State’s office, which is located at Corporations Division, P.O. Box 778, 600 W. Main St., Rm. 322, Jefferson City, MO 65102.
If you’re running a foreign business, you’re responsible for completing an application for registration rather than articles of organization. Similar to the articles of organization, you can fill out a PDF form or complete the online process as a foreign business.
At the time that you file either one, you can include your filing fee.
Step 4 – Create Your LLC Operating Agreement
After you file your articles of organization or application for registration, you can create your LLC operating agreement. You need to include a few key pieces of information here, including:
- Members’ rights, duties, and responsibilities
- The name of your LLC
- How your LLC plans to operate
- How you will handle meetings and voting
- What will happen if a member forfeits or sells their rights to the LLC
The more details you provide can provide you with greater protection if your LLC is ever challenged in a court of law.
Step 5 – Get an Employer Identification Number (EIN)
Lastly, you need an employer identification number (EIN) for your LLC. You can obtain one for free from the IRS website.
Getting an EIN is important because it allows you to hire employees, open a business bank account, and take out business loans. You can use your social security number if you’re a single-member LLC.
Sample
Download a Missouri LLC operating agreement template in PDF or Word format below:
