Form a S-Corp in Missouri
Everything you need to know about forming a S-Corp in Missouri. Filing fees, requirements, timeline, and step-by-step guidance.
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How to File
Choose a Corporate Name
Select a unique business name that complies with Missouri naming rules and includes a corporate designator such as 'Inc.', 'Corp.', or 'Incorporated'. Use the Missouri Secretary of State's online business name search tool to confirm availability.
30 minutes
Designate a Registered Agent
Appoint a registered agent with a physical street address in Missouri who is available during regular business hours to receive legal and official documents on behalf of the corporation. The agent can be an individual resident or a registered commercial agent service.
15 minutes
File Articles of Incorporation
Prepare and file Articles of Incorporation with the Missouri Secretary of State's office, either online through the Missouri Online Business Filing system or by mail. The filing fee is $58 for corporations and must include details such as corporate name, registered agent, authorized shares, and incorporator information.
1-2 hours
Draft Corporate Bylaws
Create corporate bylaws that outline the internal governance structure of the corporation, including rules for shareholder meetings, director responsibilities, officer roles, and voting procedures. While not filed with the state, bylaws are legally important for organizational governance.
2-4 hours
What's Next After Filing
Once your S-Corp is officially formed, you'll want to complete these important steps:
- •Hold an Organizational Meeting — Conduct an initial organizational meeting of the board of directors to adopt bylaws, elect officers, authorize the issuance of stock, and address other foundational corporate matters. Document all decisions in formal meeting minutes.
- •Obtain EIN and Elect S-Corp Status — Apply for a federal Employer Identification Number (EIN) from the IRS at no cost, then file IRS Form 2553 to elect S-Corporation tax treatment. The election must be filed no later than 2 months and 15 days after the beginning of the tax year in which the election is to take effect.
- •Register for Missouri State Taxes and Obtain Licenses — Register with the Missouri Department of Revenue for applicable state taxes, including withholding tax if you have employees, and obtain any required local or state business licenses or permits specific to your industry or municipality.
Advantages
- ✓Pass-through taxation avoids double taxation, with income and losses reported on shareholders' personal Missouri and federal tax returns
- ✓Shareholders who are active in the business may reduce self-employment tax liability by paying themselves a reasonable salary and taking remaining profits as distributions
- ✓Provides limited liability protection, shielding shareholders' personal assets from business debts and legal judgments
- ✓Missouri S-Corporations benefit from a well-established corporate legal framework with clear statutory guidance under the Missouri General and Business Corporation Law
Considerations
- •S-Corp eligibility is restricted to 100 or fewer shareholders, all of whom must be U.S. citizens or permanent residents, limiting capital-raising flexibility
- •Missouri S-Corporations face more administrative complexity than LLCs, including requirements for bylaws, board meetings, meeting minutes, and formal officer structures
- •The IRS requires shareholders who work in the business to receive a 'reasonable salary,' adding payroll tax obligations and administrative overhead compared to a sole proprietorship or partnership
Annual Obligations
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