Missouri Corporation FAQ — Answers for Founders

What document creates a Missouri corporation?

The Articles of Incorporation. You file them with the Missouri Secretary of State, Business Services Division. Once the state records the Articles, the corporation legally exists. Everything else — bylaws, officers, share issuance — happens after, at the organizational stage.

Where do I file?

Filings go through the Missouri Secretary of State's business filing system. Missouri offers online filing as well as paper submission. Online is faster and is what most people use.

What information do the Articles require?

The corporate name with a valid ending, the registered agent and registered office address in Missouri, the number of authorized shares, the incorporator's name and address, and the purpose and duration. You do not disclose shareholders or financial details.

How long does formation take?

Online filings are generally processed quickly, frequently the same day the state accepts them. Paper filings take longer to work through the queue. The corporation is in existence once the Articles are recorded and it appears in the business entity search.

Can someone outside Missouri form a Missouri corporation?

Yes. There is no residency requirement for shareholders, directors, officers, or the incorporator. The only in-state requirement is the registered agent, who must have a Missouri street address.

Who owns and runs a Missouri corporation?

Shareholders own it through shares of stock. Directors — the board — set strategy and appoint officers. Officers such as the president, secretary, and treasurer run day-to-day operations. In a small corporation, one person can hold all three roles.

How many directors does Missouri require?

Missouri allows a board of one or more directors. A single-owner corporation can lawfully have a one-person board.

What are bylaws, and do I file them?

Bylaws are the corporation's internal rulebook — how directors and officers are chosen, how meetings and votes work, how shares are issued and transferred. You do not file bylaws with the state; they are kept in the corporate records. Adopting them is part of the organizational meeting.

Do I have to hold meetings?

Corporations are expected to observe formalities, including an organizational meeting and periodic board and shareholder actions. Small corporations often act by written consent instead of live meetings, but the actions should still be documented in the records.

How many shares should I authorize?

Because Missouri's filing fee scales in part with authorized shares, most small corporations authorize a modest round number and issue only a portion. Leave headroom for future investors or employee equity so you avoid an early amendment.

Does my corporation need a registered agent?

Yes, at all times. Missouri requires every corporation to maintain a registered agent with a physical Missouri street address, available during business hours. The agent receives service of process and official state notices.

Can I be my own registered agent?

Yes, if you have a Missouri street address and are available during business hours. The address becomes public. Many owners use a commercial agent to keep a home address private and guarantee availability.

What ongoing filing does Missouri require?

Missouri corporations file an annual registration report with the Secretary of State to stay active, with a due date tied to the corporation's anniversary. Keeping the registered agent current is also an ongoing obligation.

What happens if I miss a required filing?

The corporation can lose good standing and, if the lapse continues, be administratively dissolved. Reinstatement is possible but costs more and disrupts operations, so it is far better to file on time.

How is a Missouri corporation taxed?

By default a corporation is a C-corporation — it files federal Form 1120 and Missouri corporate income tax, and profits are taxed at the corporate level. Shareholders are then taxed on dividends. A corporation can elect S-corporation status with the IRS, which lets income pass through to shareholders and avoids that second layer of tax, subject to eligibility rules.

What is the difference between a C-corp and an S-corp?

They are the same kind of entity under state law — the difference is a federal tax election. A C-corporation pays tax at the entity level; an S-corporation passes income through to shareholders' personal returns. Whether the S-election helps depends on your numbers and is a conversation for a CPA.

What does it cost to form and maintain a corporation in Missouri?

There is a state filing fee to incorporate (which scales with authorized shares) and an ongoing annual registration fee. Our costs page breaks down the categories and the receipt card shows current amounts. We do not quote dollar figures in prose because fees change.

Should I form a corporation or an LLC?

A corporation suits founders who plan to raise money, issue stock, bring on investors, or eventually sell — investors understand shares and the roles are clearly defined. An LLC is simpler for owners who want flexibility and pass-through taxation without a board and formal meetings. The right choice depends on your goals; an attorney or CPA can help you weigh them.