Nonprofit Corporation Formation Filing in Missouri
At a glance
| Governing act and filing office | Missouri Nonprofit Corporation Act, chapter 355; file with Secretary of State (§§ 355.001, .096) |
|---|---|
| Incorporator and filing document | One or more individual incorporators deliver articles and exact/conformed copy (§§ 355.096(1), 355.011(9)) |
| Name and purpose | Articles require compliant, distinguishable name; lawful-activity purpose statement optional (§§ 355.096(2)(1), (3)(1), 355.146) |
| Member and entity-type statement | Articles elect public- or mutual-benefit status, declare whether members will exist, and provide lawful dissolution-asset terms (§ 355.096(2)(2), (5)–(6)) |
| Initial directors and selection | Initial director names/addresses optional in articles; otherwise incorporators elect after formation (§§ 355.096(3)(2), 355.111(1)) |
| Registered office and agent | Articles state initial Missouri registered-office street address and agent name; qualifying agent has same office address (§§ 355.096(2)(3), 355.161) |
| Signatures and agent acceptance | Incorporator signs and states name/capacity; articles list agent, with no separate agent-consent filing in cited formation provisions (§§ 355.011(6)–(7), 355.096(2)(3)) |
| Filing fee | $20 base articles fee; Secretary may add $5 through Dec. 31, 2026; military-service waiver may apply (§§ 355.021(1)(1), (4), 355.023) |
| When existence begins | Existence begins when articles are filed unless delayed date specified; § 355.026(2) gives 90-day delayed-date ceiling (§§ 355.101, 355.026) |
Requirements one by one
Incorporators and articles
Under § 355.001, chapter 355 is the Missouri Nonprofit Corporation Act. § 355.096(1) allows one or more individuals to deliver articles to the Secretary of State. Subsection (2) requires a name, a public-benefit or mutual-benefit statement, initial registered-office street address and agent name, each incorporator's name and address, a declaration whether members will exist, and lawful dissolution-asset terms. § 355.011(9) also requires an exact or conformed copy with the filing fee.
Name, purpose, directors, and agent
Under § 355.146(1)–(2), the law requires a name consistent with the corporation's purposes and generally distinguishable in the Secretary's records. Section 355.096(3)(1) makes a purpose statement optional and permits a general lawful-activity statement. Initial director names and addresses are optional under § 355.096(3)(2). If they are omitted, § 355.111(1) sends the incorporators to a post-incorporation meeting to elect directors or a board.
Mo. Rev. Stat. § 355.161 requires the registered office and agent to share an address. The agent may be a Missouri resident individual, a Missouri business or nonprofit corporation, or a foreign business or nonprofit corporation authorized in Missouri. § 355.011(6)–(7) allows an incorporator to sign before formation or director selection, stating name and capacity; the articles list the agent, but the cited formation provisions do not require a separate agent-acceptance signature.
Fee and effective date
§ 355.021(1)(1) sets a $20 articles fee. Under § 355.023, the Secretary may collect an additional $5, but that authorization expires December 31, 2026. § 355.021(4) waives the base fee when an initial officer or director meets its Missouri-resident military-service and proof conditions.
§ 355.101(1) starts existence when the Secretary files the articles unless a delayed date is specified. § 355.026(2) permits a delayed effective date and states a 90-day outer limit. Its final clause says “after the date” without naming that date; confirm any proposed delayed date against the Secretary's filing instructions.
What trips people up
Missouri requires both a benefit-type statement and a member-status statement in the articles (§ 355.096(2)); a purpose and initial-director list are optional. Under § 355.016(2), use of a form prescribed for other Chapter 355 documents is not mandatory, but the statutory contents and the signed filing still are.
Common questions
May an organization choose a religious corporation type in its articles?
Section 355.096(2)(2) lists only public-benefit and mutual-benefit statements for this formation election. A religious purpose may fit Chapter 355, but the required type statement uses one of those two statutory choices.
Does delivering articles start the corporation immediately?
No. § 355.101(1) ties existence to filing by the Secretary, unless the articles set a permitted later effective date.
Statutes and sources
The verbatim current Missouri Revisor text and accessed dates for §§ 355.001, .011, .016, .021, .023, .026, .096, .101, .111, .146, and .161 appear above with section-specific official URLs.
Source links
Every statute quoted above, linked, with the date we checked it.
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