Business Corporation Formation Filing Requirements in Missouri

At a glance

Requirements one by one

Missouri requires purpose and duration in the public articles

Sections 351.050 and 351.055 require one or more natural-person incorporators age 18 or older to sign articles of incorporation containing the required public terms. Mo. Rev. Stat. § 351.060 requires delivery to the Secretary of State. The articles state the corporation's name, initial Missouri registered office and agent, each incorporator's physical business or residence address, duration as a number of years or perpetual, and purposes.

Mo. Rev. Stat. § 351.110 requires a corporate designator and a distinguishable name that does not imply a government connection or an unauthorized purpose. Corp. 41 also requires a physical street address for the registered office; a post-office box may only supplement it. The form's return-document address is an administrative delivery field separate from the statutory article terms.

The share disclosure and fee both turn on statutory thresholds

Under § 351.055, the basic Corp. 41 checkbox applies when neither the aggregate authorized-share count nor par value exceeds 30,000. Above either threshold, the articles state each class's share count, par-value or no-par treatment, and the preferences, qualifications, limitations, restrictions, and special or relative rights, including convertible rights.

Mo. Rev. Stat. § 351.065 sets the formation charge rather than Corp. 41 printing a flat fee. It requires $3 for the certificate, $50 for the first $30,000 or less of the authorized-share dollar amount, and $5 for each additional $10,000. Par-value shares use par value; no-par shares count at $1 per share. The statute also provides a waiver when its Missouri-resident active-duty or National Guard and corporate-role conditions are met.

Filing creates the corporation, then a report follows within 30 days

Under § 351.075, corporate existence dates from the Secretary of State's filing of the articles. Current Corp. 41 permits a specified future effective date no more than 90 days after the office receives the filing. The Secretary of State's current forms page provides Corp. 41 and access to its online filing system.

Section 351.120 separately requires a corporate registration report within 30 days after incorporation. It identifies the registered agent and Missouri physical address, officers and directors with their business or residence addresses, and the corporation's principal-place-of-business or headquarters mailing address. An officer or authorized person signs it. That initial deadline belongs in this formation sequence even though later reports recur annually or, if elected under § 351.122, biennially.

Organization depends on whether the articles name the first board

The articles may state the director count. If the articles do not name the first directors, § 351.080 permits the incorporators, by unanimous vote at a meeting or unanimous written consent, to adopt the original bylaws and name the first board. As soon as convenient, the board meets at the call of a majority to elect officers, address share subscriptions and issuance, perfect the corporation's organization, and transact other business.

What trips people up

The 30,000-share and $30,000-par-value tests are alternatives: exceeding either one triggers the detailed class-and-rights disclosure. The fee calculation uses a related authorized-share dollar amount, with no-par shares valued at $1 each; it should not be replaced by a flat amount copied from another state's form.

The corporate registration report is not merely the later recurring report. For a newly formed Missouri corporation, § 351.120 sets a distinct 30-day filing deadline and requires officer and director information that the articles need not contain.

Common questions

Must the articles state a purpose and duration?

Yes. Section 351.055 requires both. Duration may be a stated number of years or perpetual, and the purposes must be stated rather than supplied only by a silent statutory default.

Are initial directors required in the articles?

No. Section 351.055 makes the number of directors optional. If the first board is not named, § 351.080 gives the incorporators the unanimous meeting-or-consent route to adopt original bylaws and name it.

Statutes and sources

• Missouri Revised Statutes §§ 351.050, 351.055, 351.060, 351.065, 351.075, 351.080, 351.110, and 351.120 — current official Revisor text, accessed August 14, 2026.
• Missouri Secretary of State Corp. 41, revision 01/2025 — current article fields, signature affirmation, physical-office instruction, and delayed-date field, accessed August 14, 2026.