Missouri has a distinct set of annual (or biennial) requirements, and it’s crucial to understand what applies to your specific entity type to maintain good standing with the Missouri Secretary of State.
Why is it important to file? Maintaining good standing with the State of Missouri is vital for your entity’s legal operation. Failure to comply with applicable filing requirements can lead to various penalties and negative consequences, including:
Late Fees: A $15.00 late penalty for every 30 days the report is late (applies to Corporations and some Non-Profits).
Administrative Dissolution/Revocation: If reports are not filed within 90 days of the due date (for corporations/non-profits) or if a registered agent is not maintained, your entity may be administratively dissolved (for domestic entities) or its authority to transact business in Missouri may be revoked (for foreign entities).
Loss of Name Protection: Your entity’s name could become available for others to use.
Inability to Conduct Business: A dissolved or revoked status can hinder your ability to legally conduct business, enter into contracts, or maintain professional licenses.
Complex Reinstatement: Reinstatement is a multi-step process often requiring a tax clearance letter from the Department of Revenue, all past due reports, and a reinstatement fee (e.g., $55 for corporations).
Specific Requirements by Entity Type in Missouri:
For Corporations (For-Profit) in Missouri:
Filing Name:Registration Report (often referred to as an Annual Report)
Due Date: Annually by the end of the third month following your incorporation anniversary month.
Example: If your corporation was formed in March, your report is due by June 30th each year.
Note: Corporations formed before July 1, 2003, may have a different due date based on their last report.
Filing Frequency Option: For-profit corporations generally have the option to file their report annually or biennially (every two years). If you choose biennial, the filing will be in odd-numbered years or even-numbered years, depending on your formation date. You can select this option when filing your report.
Filing Fee:
Online Filing:$20.00 (plus a small credit card or e-check processing fee)
Paper Filing:$45.00
Penalties: $15.00 late fee for every 30 days the report is late. Administrative dissolution after 90 days of delinquency.
No State-Level Franchise Tax: Missouri does not have a general corporate franchise tax. There is a corporate income tax, but not an annual franchise tax based on privilege to do business, unless specific thresholds for assets are met (over $10 million in assets, which is rare for most businesses).
For Limited Liability Companies (LLCs) in Missouri:
No Annual Report Requirement: This is a significant distinction! Missouri DOES NOT require domestic or foreign LLCs to file an annual report or registration with the Secretary of State.
Maintaining Registered Agent: While no annual report is required, it is crucial for LLCs to maintain a current and valid Registered Agent and a current mailing address on file with the Missouri Secretary of State. If your Registered Agent or their address changes, you must file a Statement of Change of Registered Agent and/or Registered Office (Form Corp. 59).
Other Potential Filings: LLCs are still subject to other state tax filings, such as income tax (as pass-through entities unless electing corporate taxation), sales tax, and employer withholding tax if applicable.
For Partnerships in Missouri:
General Partnerships (GPs): Generally, General Partnerships formed by agreement are not required to file any reports with the Missouri Secretary of State. They are subject to federal and state income tax reporting requirements for pass-through entities.
Limited Partnerships (LPs) & Limited Liability Limited Partnerships (LLLPs): These entities are NOT required to file an annual report with the Missouri Secretary of State. Like LLCs, they must maintain a Registered Agent.
Filing Name:Application for Registration of a Limited Liability Partnership (Form LLP-6 for domestic, LLP-1 for foreign) (functions as an annual renewal)
Due Date: Annually by the anniversary date of your original registration in Missouri.
Filing Fee: Varies by number of partners. Initial fees start at $55 for two partners, and the basic renewal fee is typically $105, plus an additional $50 for each new partner added, up to a maximum fee of $205.
Penalty: Failure to file can lead to administrative dissolution/cancellation.
For Non-Profit Corporations in Missouri, please also note the following:
Non-profit organizations in Missouri have distinct annual compliance requirements with both the Missouri Secretary of State and the Missouri Attorney General:
Annual Report with Secretary of State:
Filing Name:Annual Registration Report for Non-Profit Corporation
Due Date: Annually by August 31st of each year.
Filing Frequency Option: Non-profits also have the option to file annually or biennially (every two years). If choosing biennial, it must be filed in an odd or even-numbered year, depending on the initial registration.
Filing Fee:
Online Filing:$10.00 (plus a small credit card or e-check processing fee)
Paper Filing:$15.00
Penalties: $15.00 late fee. Persistent failure can lead to administrative dissolution.
If your non-profit solicits charitable contributions in Missouri and is NOT exempt under IRS Section 501(c)(3), (c)(7), or (c)(8), you may be required to register and file an Annual Report Form with the Missouri Attorney General’s Office, Charitable Law Section. (Note: Many 501(c)(3)s are exempt from this specific registration).
Due Date: Annually within 75 days after the end of your organization’s fiscal year.
Filing Fee:$15.00.
Required Information: This report requires financial details and potentially a copy of your federal IRS Form 990 series.
Federal IRS Form 990 Series: As a federally tax-exempt organization, your non-profit must file an annual information return with the IRS (Form 990, 990-EZ, 990-PF, or 990-N, depending on your gross receipts and assets). This is typically due by the 15th day of the 5th month after your fiscal year ends (e.g., May 15th for a December 31st fiscal year-end).
What information is generally required for these filings? The various Missouri filings typically require verification or updating of the following:
Your entity’s legal name and Missouri Charter Number.
The current principal office address.
The name and physical street address of your Missouri Registered Agent.
For Corporations and Non-Profits: Names and addresses of your principal officers (President, Secretary, Treasurer, CEO, CFO) and directors.
For LLPs: Names and addresses of all partners.
Updated contact information for the entity.
For Non-Profits: Details on any changes to your board of directors or charitable solicitation activities, and your financial information for charitable reporting.
How can we assist you? We can assist you with understanding and fulfilling your Missouri compliance obligations. Our services for these filings include:
Determining your specific filing requirements, due dates, and applicable fees.
Gathering the necessary information.
Completing and submitting the report online (which is generally faster and cheaper) or via mail.
Arranging payment of the applicable fees.
Confirming receipt with the Missouri Secretary of State’s office and, if applicable, the Attorney General’s Charitable Law Section.
What we need from you: To facilitate these filings, fill up the information sheet:
Please do not hesitate to contact us at your earliest convenience to discuss your Missouri compliance obligations. We can help ensure your entity remains in good standing and avoids any potential penalties.
