Missouri Articles of Incorporation
Missouri articles of incorporation form a corporation by filing Form Corp. 41 with the Secretary of State from $58, setting the name, agent, and shares. Attorney review available.
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Introduction
Missouri no longer imposes a corporate franchise tax, but a for-profit corporation still comes into being only through one filing, the Articles of Incorporation (Form Corp. 41), submitted to the Missouri Secretary of State, Corporations Division, which creates it as a separate legal entity. Filing brings the corporation into existence so it can own property, sign contracts, and give its owners limited liability for the corporation's debts. Missouri law requires the articles to set forth the corporation's name, the address of its initial registered office and the name of its initial registered agent, the number of shares it is authorized to issue, each incorporator, the number of years the corporation is to continue, and the purposes for which it is formed (Mo. Rev. Stat. 351.055). The minimum filing fee is $58: a $50 incorporation fee for the first $30,000 or less of authorized shares and a $3 certificate fee (Mo. Rev. Stat. 351.065), plus a $5 technology fund fee. After the corporation is formed, Missouri does not charge a corporate franchise tax because the state repealed it for tax years beginning on or after January 1, 2016. Every Missouri corporation must file a corporate registration report with the Secretary of State each year, due in the month the corporation incorporated, with a $20 fee online or $45 by paper (Mo. Rev. Stat. 351.120). DocDraft builds your Missouri articles of incorporation from your facts, with attorney review available before you file.
Key Things to Know
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Missouri creates a for-profit corporation as a separate legal entity when its articles of incorporation, Form Corp. 41, are filed with the Secretary of State.
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You file the articles with the Missouri Secretary of State, Corporations Division. The minimum fee is $58: a $50 incorporation fee for the first $30,000 or less of authorized shares and a $3 certificate fee (Mo. Rev. Stat. 351.065), plus a $5 technology fund fee.
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Missouri requires the articles to set forth the corporation's name, its initial registered office and agent, the number of authorized shares, each incorporator, the number of years the corporation is to continue, and the purposes for which it is formed (Mo. Rev. Stat. 351.055).
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The articles must name an initial registered agent with a Missouri physical street address, not just a post office box, and the corporation must continuously maintain a registered agent and registered office in the state.
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Missouri does not charge a corporate franchise tax. The state repealed the corporate franchise tax for tax years beginning on or after January 1, 2016, so there is no flat minimum entity tax like California's $800 for a general business corporation.
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Every Missouri corporation must file a corporate registration report with the Secretary of State each year, due in the month the corporation incorporated, with a $20 fee if filed online or $45 if filed by paper (Mo. Rev. Stat. 351.120).
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Articles of incorporation form a corporation. To form a Missouri limited liability company you file articles of organization instead, and corporate bylaws are a separate internal document the corporation keeps rather than files.
Key decisions before you file
Before you file a Articles of Incorporation in Missouri, a few decisions shape the document: which option to choose and what each one means. The Articles of Incorporation guide walks through them.
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Missouri Requirements for Articles of Incorporation
A Missouri for-profit corporation is formed by filing Articles of Incorporation (Form Corp. 41) with the Missouri Secretary of State, Corporations Division. The minimum fee is $58: a $50 incorporation fee for the first $30,000 or less of authorized shares, a $3 certificate fee, and a $5 technology fund fee. The corporation legally exists once the Secretary of State files the articles.
The corporation name in the articles must include a word such as Corporation, Incorporated, Company, or Limited, or an abbreviation, and be distinguishable from other entities on file with the Missouri Secretary of State (Mo. Rev. Stat. 351.110).
The articles must set forth the address of the initial registered office in Missouri and the name of the initial registered agent at that address. The agent must have a Missouri physical street address, not just a post office box (Mo. Rev. Stat. 351.055, 351.370).
The articles must state the number of years the corporation is to continue, which may be perpetual, and the purposes for which the corporation is formed. The articles also state the name and address of each incorporator (Mo. Rev. Stat. 351.055).
The articles must state the number of shares the corporation is authorized to issue. If the aggregate exceeds 30,000 shares or a par value of $30,000, the articles must state the classes, par values, and the rights and restrictions of each class (Mo. Rev. Stat. 351.055).
Every Missouri corporation must file a corporate registration report with the Secretary of State each year, due in the month the corporation incorporated, with a $20 fee online or $45 by paper (Mo. Rev. Stat. 351.120). The report states the registered agent, office, officers, and directors.
Missouri does not charge a corporate franchise tax, having repealed it for tax years beginning on or after January 1, 2016, so there is no flat minimum entity tax for a general business corporation. Corporations still pay state corporate income tax on income. Confirm how state taxes apply with the Department of Revenue or a tax professional.
Articles of incorporation form a corporation. To form a Missouri limited liability company you file articles of organization instead. Corporate bylaws are a separate internal document the corporation keeps rather than files with the state.
Frequently Asked Questions
In Missouri, articles of incorporation are the founding document you file with the Secretary of State to create a corporation. Filing them makes the corporation a separate legal entity that can own property, sign contracts, and shield its owners from personal liability for the corporation's debts. A for-profit corporation is formed by filing Articles of Incorporation (Form Corp. 41), which set out the corporation's name, its registered office and agent, its authorized shares, its purpose, and each incorporator (Mo. Rev. Stat. 351.055).
In Missouri, articles of incorporation create a corporation, which has shareholders, directors, and shares of stock and files Form Corp. 41. Articles of organization create a limited liability company (LLC), which has members instead of shareholders and issues no stock. Both are filed with the Missouri Secretary of State and both form a separate legal entity, but they create different kinds of entities under different parts of Missouri law. Choose the one that matches the entity you want.
You file the Articles of Incorporation (Form Corp. 41) with the Missouri Secretary of State, Corporations Division. The minimum fee is $58: a $50 incorporation fee for the first $30,000 or less of authorized shares and a $3 certificate fee under Mo. Rev. Stat. 351.065, plus a $5 technology fund fee. The incorporation fee rises by $5 for each additional $10,000 of authorized shares. Once the Secretary of State files the articles, the corporation legally exists in Missouri.
Missouri requires the articles to set forth the corporation's name; the address of its initial registered office and the name of its initial registered agent at that address; the number of shares the corporation is authorized to issue; the name and address of each incorporator; the number of years the corporation is to continue, which may be perpetual; and the purposes for which the corporation is formed (Mo. Rev. Stat. 351.055). The incorporator signs the articles.
The registered agent named in Missouri articles of incorporation must have a Missouri physical street address, not just a post office box, and agree to accept legal papers for the corporation. The agent can be an individual who resides in Missouri or a business entity authorized to transact business in the state, and the registered office must match the agent's business address. A Missouri corporation must continuously maintain a registered agent and registered office in the state (Mo. Rev. Stat. 351.370).
No. Missouri repealed its corporate franchise tax for tax years beginning on or after January 1, 2016, so general business corporations no longer owe it, and there is no flat minimum entity tax like California's $800. Missouri corporations are still subject to state corporate income tax on their income, and financial institutions pay a separate financial institutions tax. This is a tax rule, not tax advice, so confirm how state taxes apply with the Department of Revenue or a tax professional.
Every Missouri corporation must file a corporate registration report with the Secretary of State each year, due in the month the corporation incorporated or qualified (Mo. Rev. Stat. 351.120). The fee is $20 if filed online and $45 if filed by paper. The report states the corporation's registered agent, registered office, officers, and directors. Filing on time keeps the corporation in good standing; missing it can lead to administrative dissolution.
In Missouri, articles of incorporation are the short public document you file with the Secretary of State to create the corporation. Bylaws are a longer internal document the corporation adopts and keeps in its own records, not filed with the state, setting the rules for how the corporation is run, such as how directors are elected and how meetings are held. You need the Missouri articles to exist as a corporation and the bylaws to govern it day to day.