How to Form a Close Corporation in Missouri

By Michael Keenan

To create a close corporation, you must do so when you incorporate your company. In Missouri, the incorporation process for a close corporation is very similar to regular incorporation except the form is slightly different. A close corporation functions similarly to a regular C corporation with limited liability and two levels of taxation -- the corporate tax on corporate earnings and the individual income tax on distributions from the corporation to the owners. The difference is that in a close corporation, the shareholders manage the company directly rather than electing a board of directors. A close corporation also places restrictions on transferring existing stock. For example, shareholders might have to offer to sell their stock to the other owners before they can sell it to someone else.

To create a close corporation, you must do so when you incorporate your company. In Missouri, the incorporation process for a close corporation is very similar to regular incorporation except the form is slightly different. A close corporation functions similarly to a regular C corporation with limited liability and two levels of taxation -- the corporate tax on corporate earnings and the individual income tax on distributions from the corporation to the owners. The difference is that in a close corporation, the shareholders manage the company directly rather than electing a board of directors. A close corporation also places restrictions on transferring existing stock. For example, shareholders might have to offer to sell their stock to the other owners before they can sell it to someone else.

Step 1

Check the name you want for your close corporation to make sure it isn’t already taken. Missouri keeps a searchable database of all corporations in the state.

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Step 2

Complete the articles of incorporation for a close corporation. The articles must contain the name of the corporation, the registered agent’s name and address, the names and addresses of all the incorporators, whether the close corporation will exist for a specific period of time or indefinitely, the purpose of the corporation and the signatures of each incorporator. You also need to note whether the corporation will have less than 30,000 shares or a total par value of $30,000 or less, or what restrictions will be placed on each class of shares.

Step 3

Mail the completed articles of incorporation along with the registration fee to the Missouri Secretary of State at Corporations Division, P.O. Box 778 / 600 W. Main St., Room 322, Jefferson City, MO 65102. The registration fee increases as the authorized capital increases.

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