LLC Amendment and Legal-Name-Change Filing Requirements in Missouri
At a glance
| Governing law and covered public record | Missouri Limited Liability Company Act, RSMo §§ 347.010-.187; file Amendment of Articles of Organization (LLC-12) or Restated/Amended and Restated Articles with the Secretary of State (§§ 347.041, .043) |
|---|---|
| Mandatory, permitted, and restatement routes | Prompt amendment, no later than 60 days, is mandatory for a name, member/manager management-mode, or stated dissolution-time change. Other operating-agreement-consistent amendments are permitted; restatement may consolidate only or also amend (§§ 347.041-.043) |
| Legal name and availability | New name needs an LLC/LC designator, cannot use corporation/partnership wording or imply an unstated purpose/government agency, and must be distinguishable. Written consent plus name change or a final decree can support a conflict (§ 347.020) |
| Internal approval and private consents | Operating agreement supplies authority. Unless it provides otherwise, more than one-half by number of authorized persons decides ordinary matters; every member approves a member/manager management-mode switch. Name-holder consent applies only for a conflicting name (§§ 347.020, .041(1)(5), .079(3)-(4)) |
| Filing contents and attachments | State current name, filing date, delayed-effective date if any, required-event nature/date when applicable, amendment text, and whether authorized by the agreement or required by Chapter 347. LLC-12 adds charter number, optional principal office, mandatory-change boxes, and LLC-1A for a series election (§ 347.041; LLC-12) |
| Signer, filing channel, and fee | Authorized person or person authorized under the operating agreement signs; attorney-in-fact and court-fiduciary routes allowed, and signature affirms truth/authority. File online or by current paper route; statutory base $20 plus current $5 technology fee through Dec. 31, 2026, so LLC-12 lists $25 (§§ 347.047, .179, .740) |
| Effective time, delay, and rejection | Effective on filing unless a stated date no more than 90 days later; current form uses date, not future event. The Act/form require conformity and truthful authorization, but § 347.041 does not create a separate amendment-specific appeal procedure (§§ 347.041, .047; LLC-12) |
| Correction, change, report, and assumed-name alternatives | Use a $5-base Statement of Correction only for a statement incorrect when filed; it generally relates back subject to reliance protection. Use the separate agent/office statement for those changes. A different operating name registers under Chapter 417 rather than changing the legal name (§§ 347.020, .030, .055, .179) |
| Post-filing records, registrations, and status effect | Keep articles, every amendment, execution powers, and effective/current and former written operating agreements at the principal place of business. Acceptance changes the Missouri public record but not tax, license, bank, contract, title, trademark, fictitious-name, or foreign-registration records (§ 347.091) |
Requirements one by one
Three events start a 60-day amendment clock
Section 347.041 requires amendment promptly and no later than 60 days after a legal-name change, a switch between member and manager management, or a change to the dissolution time stated in the articles. A mandatory filing identifies the triggering event and its occurrence date. Other amendments may be made as often as desired when the operating agreement permits and the articles continue to mirror provisions contained in that agreement.
Approval follows the agreement, with statutory defaults underneath
The amendment states that it is authorized under the operating agreement or otherwise required by Chapter 347. If the agreement does not provide another rule, § 347.079 uses approval by more than one-half by number of authorized persons for an ordinary business/affairs matter. A management-mode switch is an express exception requiring every member unless the agreement provides otherwise.
An authorized person or another person authorized under the agreement signs. A power-of-attorney signature is permitted, and execution affirms both truth and authority under the statutory false-statement penalties.
Form LLC-12 tracks the mandatory-event rule
The current form asks for charter number, current name, any future effective date, occurrence date, amendment text, mandatory-event classification, authorization basis, optional principal-office address, and authorized signature. A series election is outside this ordinary-LLC survey and requires LLC-1A.
The statutory amendment base fee is $20. Section 347.740 currently permits a $5 technology fee through December 31, 2026, which is why Form LLC-12 lists a $25 total. A later fee extension bill did not pass.
Restatement and correction serve different purposes
A pure restatement consolidates the articles and amendments without changing them; amended-and-restated articles do both. The restatement states the present name, original name if changed, and initial filing date, and supersedes the older instruments without changing the original formation date.
Section 347.055's $5-base Statement of Correction is only for an incorrect statement as of the filing date. It generally relates back, but works only when filed against a person who relied on the uncorrected record and was adversely affected. It is not the route for a later legal-name or management change.
Keep the filed amendment and execution authority
Section 347.091 requires the LLC to retain its articles, every amendment, any execution powers, and both effective and former written operating agreements. The state filing changes the Missouri public record. Tax, license, bank, contract, title, trademark, fictitious-name, and foreign-registration records need separate review.
What trips people up
- "Promptly" is paired with an outside limit: the three listed changes must be filed no later than 60 days after the event.
- A registered-agent or registered-office change has its own statement under § 347.030 and takes effect on filing. It is not one of § 347.041's mandatory articles-amendment events.
- Form LLC-12 permits a later date no more than 90 days after filing. It does not offer a future-event trigger.
- The $25 on the current form includes a technology fee whose present statutory authority expires after December 31, 2026.
Common questions
Can a Missouri LLC use another name without changing its legal name?
Yes. Section 347.020 permits registration of another operating name under Chapter 417. That fictitious-name route does not change the legal name stated in the Articles of Organization.
Does a legal-name change require unanimous approval?
Not automatically. The operating agreement controls; absent another rule, an ordinary name-change decision uses more than one-half by number of authorized persons. A member/manager management-mode switch has the separate all-member default.
Does a restatement restart the LLC's formation date?
No. Section 347.043 says the restated articles supersede the earlier filings, but the original effective date of formation remains unchanged.
Statutes and sources
- RSMo § 347.041 and § 347.043 — amendment duties, contents, effective date, and restatement (accessed August 21, 2026).
- RSMo § 347.020, § 347.047, and § 347.079 — name, signature, and approval rules (accessed August 21, 2026).
- RSMo § 347.030, § 347.055, and § 347.091 — agent statement, correction, and retained records (accessed August 21, 2026).
- RSMo § 347.179, § 347.740, and Form LLC-12 — fees and current filing fields (accessed August 21, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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