No one will tell you that starting a Series LLC in Missouri will be a piece of cake. In fact, if you face it for the first time and don’t know all the laws as well as the legal requirements, it may seem like a real challenge at first glance. However, you don’t have to worry, we can help you! We have prepared a step-by-step guide to save you a lot of time in your research. Hence, in this article, you’ll find everything you need to know about how to open a Series LLC in Missouri.
As many people know, a limited liability company (or an LLC for short) was originally formed in Wyoming in the late 1970s. Having proven to be a very convenient structure for doing business, LLC businesses’ popularity in America is still growing every day. We’re sure you’ll agree with that, too.
Series LLC is a breakthrough compared to the base LLC model. Speaking about the first state where it was first launched it was Delaware. What’s more, a Series LLC is currently available only in a number of states, including Missouri.
As you can understand from the name, a Series LLC is a limited liability company consisting of more than one division or series. However, every division in this Series may also have different objectives from those of their parent LLC company (and usually, there is also an asset and liability diversity between the divisions). It allows one to maintain a certain level of security and legal autonomy as long as the series has been properly created.
There are several basic issues, which affect the Series LLC formation process. Therefore, if you’re interested in forming the Series LLCs, then we are going to put you in that procedure and allow you to take a closer look at the legal intricacies of that.
IMPORTANT NOTE: To make the establishment of Series LLC in Missouri go smoothly and without any difficulties, you can seek legal advice. Furthermore, it will even be the best solution for you. Whether you choose the best LLC formation service or you know a good lawyer, there is no difference. Remember, it’s for your own peace of mind.
What Does a Series LLC Refer To?
- What Does a Series LLC Refer To?
- How To Create a Series LLC in Missouri?
- Who Can Handle a Series LLC Formation?
- Wrapping Up
Let’s start with figuring out what a Series LLC is. As you can see above, a Series LLC is a group of divisions formed by one parent company. In spite of the fact that every division operates under the same parent LLC, the nature of the Series LLC model refers to providing each division owner with more independence, financial autonomy, as well as legal security. This primarily assures that the parent company and other LLC divisions are less likely to face a lawsuit against one division of the Series specifically.
If you know well how the regular LLC business model works, you’ll probably like the features of a Series LLC. You will get the same limited liability insurance, which is aimed at protecting the assets of a company in the event of a lawsuit. It means that the owner’s individual property assets, as well as the interests of other divisions, will not suffer if there is a lawsuit against the unrelated division of the LLC in the series.
This thing is what makes a Series LLC so appealing to certain business people since it eliminates any legal dependency between all LLCs working under the same parent company. At the same time, it creates a network of operations under a single parent company with no hassle of starting multiple independent LLCs.
How To Create a Series LLC in Missouri?
Find an Ideal Business Name for a Missouri Series LLC
The success of most businesses in Missouri begins with a successfully chosen business name for their companies, and a Series LLC is absolutely no exception in this regard. Entrepreneurs usually find it a good idea to come up with a name that reflects the type of business the company handles, or, at the very least, a name that is hard not to see and catch would be the best option. In addition, you should take into account that a Series LLC has to include the business model in the actual name, such as Limited Liability Company, LLC, or L.L.C.
The other major factor in naming a Series LLC is checking if the name is free in Missouri. There are many ways to optimize this process, like a business name search tool for cross-checking names already taken by other Missouri organizations.
Every state has some minor restrictions on the naming of businesses. And as you have already understood, Missouri also has a set of rules that have to be followed. One of those is other corporate designations. They are the ones that are completely prohibited. What does that mean? For example, if your business is not related to banking, then your organization name should not mention that, so don’t use the word “Bank” in the name of your company.
On top of that, Missouri naming requirements outline that you have to connect each division of a Series LLC with the parent LLC by appending the names of subsidiaries with that of the main company. Besides, all divisions should be designated uniquely, so there is a clear distinction between them.
For example, a parent company entitled “Megan and Me” that wants to set apart its candy shop LLC and donut shop LLC divisions might name them “Megan and Me Candy Shop LLC” and “Megan and Me Donut Shop LLC” respectively.
If you want to know more on this subject, you should check out a more detailed guide to naming an LLC in Missouri, which explains the naming process for standard LLCs as well as Series LLCs.
Assign a Registered Agent
The next important step will be hiring a registered agent for your future Missouri business.
You can choose any registered agent you find most reliable and attractive, but first of all, they have to be authorized to provide services in Missouri from the local office during business hours. Registered Agent LLC is your guarantee of stable communication with the state.
This is essential for ensuring the timely exchange of business documents between your company and the state, as the agent will handle vital paperwork and, most importantly, on time.
What will be most appealing to you is that, if you form a Series LLC, you don’t have to assign unique registered agents to each division of the LLC. Yes, you’re right, it’s okay to work with just one agent, regardless of the side of the Series.
Prepare and File the Articles of Organization
Most states require business people to draft and submit the formation document called the Articles of Organization in Missouri, also known as the Certificate of Formation in other states, before you officially register a Series LLC. What is important to remember when opening a Series LLC, in Section 7 of this paper, you need to indicate that your LLC is a series. The next key point is that you should include the full name of each individual LLC in the series.
The Articles of Organization outlines pertinent information about your business entity, from the company name to the data on your registered agent.
You have prepared the form, put in all the necessary information, and then what? The answer is that you need to apply for official registration with the Missouri Secretary of State’s office. There are two options for doing this: online filing (which will cost you $50) or hard copy filing (this option will cost you a little more – $105).
Submit the Attachment Creating a Series of a Series LLC
In Missouri, you still have to complete and submit an “Attachment Creating a Series of a Series Limited Liability Company” for each LLC in your series. This document will describe the name and purpose of your LLC division and information about your registered agent, date, signature, etc. You will not have to pay any fees for submitting this additional document. Where should you send it? This form has to be filed with the Missouri Secretary of State.
Get an EIN for Your Business
LLC Missouri divisions should be prescribed their own Employer Identification Number (EIN), which is an ID number issued by the Internal Revenue Service (IRS) for taxation purposes.
Like your personal SSN, the EIN number functions as a nine-digit identification code tied to all financial operations of a specific agency. It often appears on the business tax forms, financial returns, issuing payments, whether one-time or in payroll form.
To apply for an Employer Identification Number, you should find the free form on the official IRS website, then download it. The next step is to fill it out, and finally, submit the document. After this procedure, you will get your own EIN identification code.
Create an Operating Agreement
Even though the state of Missouri doesn’t impose any legal obligation to support the establishment of traditional or Series LLCs in this state with the LLC Operating Agreements, it is still highly recommended you write this document for your business. It will be exceptionally beneficial for the Missouri Series LLC as a whole to be appended by an internal document, which clarifies your business’s operational goals of all LLC divisions.
This LLC document is better utilized, if it is compiled with great elaboration. Indicate here how your business will be managed (by the participants or manager), how the owner change procedure will take place, or your company dissolution.
Additionally, the Operating Agreement is a great way to describe the goal of each LLC in a series. You probably don’t need to create a different paper for every LLC division, but it would be perfect to explain in this document what every LLC division is for.
Keep Separate Your Business Assets
In order not to mix the company’s assets and your personal ones, it is best to keep them separate from each other. Moreover, every business venture should be tied to its own bank account, instead of the owners’ personal one. The procedure may be a little longer in the case of Series LLCs because the divisions of the LLC require unique bank accounts other than those of the parent company.
Thanks to this approach, each division of the LLC will have financial independence and work at full capacity. To be honest, if the division of the LLC was financially dependent on the bank account of the parent LLC, such a concept would be out of the question.
Do you need help? A qualified accountant is likely to perform all financial operations for you to a much better degree. Therefore, it would make sense to arrange a finance professional for all divisions.
Obtain Business Licenses
When it comes to business licenses in Missouri, there are some nuances. It all depends on the type of business you’re in. Therefore, we can’t say there’s no requirement to get a license, because you have to get at least one.
To find out what kind of permit or license you need, visit the Missouri Division of Professional Registration website, where you will find the information you need.
If you want to make sure you are doing everything right, you should consult with the relevant agencies in your county since you may need to get a license from your county or municipality’s governmental agencies.
Who Can Handle a Series LLC Formation?
Once you’ve decided that you want to open a Missouri Series LLC, you need to choose whether you want to do it yourself or hire someone to do it for you. Of course, doing it on your own might seem like a good idea, but it’s better to work with someone who knows how to handle such serious matters.
If you compare with the price to hire a lawyer, the online companies are 100 percent winners, because these online LLC formation providers, such as Northwest Registered Agent, will not only open a Series LLC but will also offer support for your business and registered agents services indeed.
As you have seen, the creation of a Series LLC in Missouri is not very different from the creation of an ordinary LLC. But there are still some important things to keep in mind. For example, do not forget to file an Attachment Creating a Series of a Series LLC form.
Thus, in order not to correct any mistakes in the future, it’s better to take care right away. Make the creation of the Missouri Series LLC easier and hire an online LLC service. This choice will allow you to save yourself from unnecessary problems and will make the process of setting up a Series LLC pleasant and hassle-free for you.