Missouri Limited Liability Company Articles of Organization

Last Revised: August 9, 2019.

About this Form

An articles of organization form is the document that one must complete and submit to the state to establish the creation of an LLC within Missouri. It sets forth the name of the proposed company and contact information for its registered agent, among other details. It may include other provisions, provided that they are not inconsistent with state law. The purchased version of this form is guaranteed compliant with the laws of the state of Missouri. It comes complete with instructions and filing information for creating an LLC within the state.

Accepted Filing Methods

Missouri accepts the filing of an articles of organization form via U.S. mail or online via the Secretary of State's online system for e-filing documents.

Name Availability & Requirements

The requirements for naming an LLC within the state are set forth in Mo. Rev. Stat. § 347.020. The name of the LLC must contain the words "limited company" or "limited liability company" or the abbreviation "LC", "LLC", "L.C." or "L.L.C." The name must be distinguishable from those of all other entities on file with the state. It may not infringe on any active trademark or service mark registered with the state or the U.S. Patent and Trademark Office. To learn the availability of a mark at the federal level, one can search online the USPTO's trademark database. To learn the availability of a mark within Missouri, one can call the Corporations Unit of the Secretary of State on (866) 223-6535 and ask to speak with the trademarks and service marks office. A representative will query the database for you, as it is not available online.

One may determine the availability of a proposed business name for use within Missouri by querying the state's official Business Search tool.

Required Fees

Missouri imposes a fee of $105 for the paper filing and processing of articles of organization, or $50 if filed electronically.

Statutory Authority & Requirements

The statutory authority for an LLC within the state is the Missouri Limited Liability Company Act (Mo. Rev. Stat. § 347.010 et seq).

The statutory requirements for a valid articles of organization filing are codified in Mo. Rev. Stat. § 347.037 and § 347.039. The text of the statutes read as follows:

§ 347.037.  Formation, articles of organization — when effective — filing, effect — company may not incur debt before filing — actions before filing, effect.

1. Any person, whether or not a member or manager, may form a limited liability company by signing and filing articles of organization for such limited liability company with the secretary.
2. A limited liability company is formed when the articles of organization are filed with the secretary or on a later date set forth in the articles of organization, not to exceed ninety days from the filing date. If the articles of organization, as delivered to the secretary, do not substantially conform to the filing provisions of sections 347.010 to 347.187, the secretary shall return the articles of organization to the person so filing the articles of organization with a statement setting forth the nonconformity.
3. Each copy of the articles of organization stamped "filed" and marked with the filing date is conclusive evidence that all conditions precedent required to be performed by the organizers have been complied with and that the limited liability company has been legally organized and formed under sections 347.010 to 347.187 and is notice for all purposes of all other facts required to be set forth therein.
4. A limited liability company may not transact business or incur indebtedness, except that which is incidental to its organization or to obtaining subscriptions for or payment of contributions, until the articles of organization have been filed with the secretary or until the formation date specified in the articles of organization. [....]

§ 347.039.  Articles, contents.

1.  The articles of organization shall set forth:
(1) The name of the limited liability company;
(2) The purpose or purposes for which the limited liability company is organized, which may be stated to be, or to include, the transaction of any or all lawful business for which a limited liability company may be organized under sections 347.010 to 347.187;
(3) The address, including street and number, if any, of the registered office and the name of the registered agent at such office;
(4) A statement as to whether management of the limited liability company is vested in managers or in members;
(5) The events by which the limited liability company is to dissolve or the number of years the limited liability company is to exist, which may be any number or perpetual; and
(6) The name and physical business or residence address of each organizer.
2. The information provided by the limited liability company under subdivisions (1) through (6) of subsection 1 of this section shall also be provided for each separate series of the limited liability company authorized to operate under section 347.186.
3. The articles of organization may set forth any other provision, not inconsistent with law or sections 347.010 to 347.187, which are in the operating agreement of the limited liability company.