What Is a Perpetual LLC in Missouri?

By Salvatore Jackson

Forming a Missouri LLC is an attractive option for a person or persons looking to start a small business in Missouri. An LLC combines the flexibility and pass-through taxation of a partnership and the limited liability protection of a corporation. A Missouri LLC can be perpetual in duration, which means the LLC will continue to exist as long as it is not dissolved and the LLC pays the yearly franchise tax assessed by the Missouri Department of Revenue.

Creating a Perpetual Missouri LLC

Creating a Missouri LLC, whether or not the LLC is perpetual, requires filing the articles of organization with the Missouri Secretary of State. The Missouri Secretary of State permits the filing of the articles online or by mail. Item five on the Missouri Articles of Organization form covers the issue of the duration of an LLC. An organizer of an LLC has the option of creating either a perpetual LLC or an LLC that will terminate on a specific date. If a Missouri LLC is to be perpetual, the organizer of an LLC must specify that the LLC is to be perpetual in nature. As of 2010, the filing fee for a Missouri LLC is $105.

Yearly Perpetual Missouri LLC Income Tax

After a perpetual Missouri LLC is organized, the LLC must pay a yearly income tax to the Missouri Department of Revenue. The rate of taxation is 6.25 percent of all LLC income. If the Missouri LLC is registered as a foreign LLC in other states, the Missouri LLC income tax is only assessed against income attributable to business conducted in Missouri. If a perpetual Missouri LLC fails to pay income tax, the LLC may be suspended by the Missouri Secretary of State and possibly terminated by judicial declaration for further non-compliance.

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Termination of an LLC upon the Occurrence of a Condition

If the organizers of an LLC do not wish to have the LLC terminate at a specific date, but rather upon the occurrence of an event, the organizers must create a perpetual LLC. However, in either the articles of organization or operating agreement, the LLC organizers must indicate the events that would lead to the dissolution of the LLC. Events that may lead to the dissolution of an LLC may include the death of an LLC member. An LLC organized to achieve a specific event, such as the selling of houses in a development, may choose to dissolve after the event is achieved.

Terminating a Perpetual Missouri LLC

If a Missouri LLC is perpetual, it may only be dissolved pursuant to either the happening of an event specified in the LLC’s operating agreement or articles of organization or a unanimous vote of all LLC members. After the happening of one of these events, a Missouri LLC may be terminated by filing an articles of termination with the Missouri Secretary of State. As of 2010, the filing fee is $25.

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Missouri LLC Taxation
 

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