How to Form a C Corporation in Missouri
Introduction
A corporation is a legal entity that’s separate from its owners, so it can do business under its own name and enter into contracts in its own capacity. In Missouri, you can form a corporation by filing articles of incorporation with the Secretary of State. In this article, we’ll walk you through how to create and register your new C-corp.
Choose a business name
You must choose a name that is not identical to or so similar to a name already in use in Missouri. To find out if the business name you want is still available, go to the Secretary of State’s website and type it into the search field. If there are no results, you can use your desired business name without any problems. If there are other businesses with similar names on file, you may need to change your company’s name before moving forward with forming an LLC in Missouri. It’s important for this step that you do some research about what kind of language is allowed by law when choosing a given phrase as part of your company’s title—so we recommend reading through this guide here before proceeding!
Create the articles of incorporation
Next, you’ll need to create the articles of incorporation. This document is filed with the Missouri Division of Corporations and must include:
- The name of your corporation
- The registered agent’s name, address and phone number
- A statement that your corporation will be a C corporation (if applicable)
The articles also need to be signed by at least one incorporator—this can be yourself or someone else. You can create an online form and print out your own articles with our free tool on Rocket Lawyer!
Authorize shares of stock
You must authorize the number of shares to be issued and the par value per share. You must also determine how many shares are to be authorized for issuance, whether or not any such shares are to be reserved for issuance under outstanding employee benefit plans, and if so, how many such shares are to be reserved.
A corporation can issue stock in one of two ways: either by selling the stock after it is issued (issuing shares), or by allowing existing shareholders and employees—the owners—to buy additional shares from a corporation (called “stock splits”).
Generally speaking, when you want to add new shareholders who won’t work at your company because they’re not getting paid. This is done with a subscription agreement that outlines all rights related to owning a share of stock in your corporation; this includes voting rights on matters brought up during shareholder meetings as well as receiving dividends once they’ve been declared by management (you)
Appoint a registered agent
The next step is to appoint a registered agent. This is an individual or entity that agrees to accept certain legal papers on behalf of your corporation. Registered agents are required by law in Missouri, and they must reside in Missouri.
- The registered agent must be at least 18 years old, have been a resident of the state for at least 90 days, and have been authorized by law to receive legal papers on behalf of the corporation (Missouri Revised Statutes Section 351.061).
- It can be any adult resident of the state who meets these requirements (Missouri Revised Statutes Section 351.066).
- It can also be a company or business entity that is eligible for service as a registered agent under Missouri Law (Missouri Revised Statutes Section 351.067).
Hold a board of directors meeting
You’ll need to hold a board of directors meeting to approve the articles of incorporation. The board of directors is responsible for the management of the corporation, and it is elected by your shareholders. At this point, you should also approve the corporate bylaws, which will lay out rules governing how your company operates.
Draft corporate bylaws
- Draft the corporate bylaws.
Corporate bylaws are rules that govern the internal operations of a corporation. The bylaws include information about how board members will be elected and how directors can be removed from office, as well as other details that may be important to you when running your business. The secretary of state requires that every Missouri C corporation file its bylaws with them, but they’re not required—it’s just a good idea if you want to make sure your company is operating according to its own set of rules. In fact, it’s recommended that all corporations have their own set of bylaws so that they can clearly determine who owns shares and how much those shareholders will get paid if there’s ever an issue with the company’s finances or assets. These documents don’t need to be long; they simply need enough information so everyone involved understands what processes will take place in case something goes wrong later on down the line (like bankruptcy).* Amend your corporate bylaws if necessary.* You don’t need any special tools or software programs for this step—just some basic writing skills!
Issue stock certificates
In Missouri, you’ll need to issue stock certificates to your shareholders. If a majority of the directors sign the certificates, they must also be signed by the secretary. If the president or vice president signs them, they must also be signed by an authorized person like a director or officer.
Like other states, Missouri requires certain steps to form a corporation.
Like most states, Missouri requires certain steps to form a corporation. In this state, you must:
- Form your corporation in Missouri. The state of incorporation for corporations is determined by where you file your Articles of Incorporation with the Secretary of State’s office.
- File an Articles of Incorporation (Form CC-1) and pay a filing fee. This document describes the type of business entity and its purpose, among other things. It also names officers and directors as well as stockholders if there are any shares issued at all (this will be discussed later). You may want to hire an attorney or another professional to help you prepare this document because it contains important information about your company including its name and location which must match up with what appears on other documents filed throughout its existence such as annual reports or tax returns filed with government agencies like IRS
Conclusion
In the end, forming a C corporation in Missouri isn’t that difficult. You can do it yourself or hire a lawyer to help you along the way. Just be sure to check out all of the official state procedures before getting started with any paperwork!
