Missouri Articles of Organization
Filing Missouri articles of organization is one of two steps required to form a Missouri limited liability company. The following information must be included in Missouri articles of organization, which are filed with the Missouri Secretary of State.
Name
5 Steps to Selecting a Great LLC Name
Purpose
If you want the LLC to have the flexibility to conduct any kind of business, then you can say something like, “The company is organized to transact any or all lawful business for which a limited liability company may be organized pursuant to the Missouri Limited Liability Company Act.” However, there might be any number or reasons for limiting the scope of business that the LLC is authorized to perform. For example, the owners of the LLC, also called “members”, might want to limit the kinds of business the LLC can operate. Just remember that if you limit the scope of business that the LLC can perform, then you risk losing the personal liability protection afforded by the LLC if the LLC operates outside any of the limitations described in this section. But, you can always remove or add limitations by amending the articles of organization.
Registered Agent
Management
Dissolution
Most people leave this section blank, which means the LLC will continue to exist until it is dissolved by the members or because of some other reason. However, if the members are certain that they want the LLC to terminate by a certain date or on the happening of one or more conditions, then such date or conditions are described in this paragraph. For example, the members might agree that the LLC shall terminate if a key member or manager decides to leave the company. Like the above stated purpose of the LLC, the date or conditions requiring dissolution of the LLC can be changed at any time by amending the Missouri articles of organization.
Organizer
An organizer is “any of the signors” of the articles of organization. Each organizer must state in the articles their name and physical business or residential address. It is not clear if an organizer can be a person other than an individual, such as a corporation or another LLC. But because an LLC is formed only by filing complete articles of organization, the individuals who sign the articles of organization should do so as individuals and not on behalf of some other legal entity.
In addition to filing the Missouri Articles of Organization, a valid LLC requires an operating agreement. Failing to properly file the Missouri Articles of Organization or to properly form an operating agreement can invalidate the LLC and result in the members incurring personal liability for claims against the business.
This article is for general informational purposes only. It is not intended as legal advice.
Sewell Law, LC has formed hundreds of Missouri LLCs. Let us form yours. We also provide representation on LLC, business, and real estate matters, and in civil litigation. Please contact Michael Sewell at (314) 942-3232 or at michael@sewelllaw.net to discuss your legal matters.
Michael Sewell is also President of Registered Agent Lawyers, Inc. (RALI), which provides registered agent services to LLCs, corporations, limited partnerships, and other business entities. Contact Michael at (314) 942-3232 with questions or to appoint RALI as your registered agent.
The choice of a lawyer is an important decision and should not be based solely upon advertisements.
© 2022 Sewell Law, LC
