No Missouri LLC Annual Report, but Your Articles May Set an End Date

The Duration in Missouri Articles, and Cancellation When It Runs Out

Missouri articles of organization must state either the events that dissolve the LLC or a number of years, “which may be any number or perpetual” (RSMo 347.039). Organizers choose it in the articles filed for forming a Missouri LLC, and the Missouri business entity search lists the duration they set on the company’s page.

Once that period expires, RSMo 347.183(5) allows the Secretary of State to cancel the articles. Chapter 347 calls this administrative cancellation; administrative dissolution is the corporate term (RSMo 351.484).

1. The period endsOn the date the Secretary determines from the articles.
2. A notice goes outAt least 30 days before cancellation, in person or by mail, to the last registered agent or a member or manager; by mail it counts as delivered 5 days after mailing.
3. 60 days to answerFile articles of amendment extending the term, or show that the computed date is wrong.
4. CancellationWinding up and liquidation become the only business allowed. The registered agent keeps the authority to receive papers.

Extending the term takes articles of amendment, $25 with the fee, and the new term can be any number of years or perpetual. A late amendment can add $10 for each 30-day period of delinquency (347.183(4)).

Where the Secretary sends the notice

The duration notice and the notice for the other grounds in 347.183(2) (no registered agent, unpaid filing fees, missing required documents) both go to the last registered agent or to a member or manager. For those other grounds the notice arrives in person or by certified mail 30 days ahead, and the LLC can answer with corrected filings or appeal to the circuit court within those 30 days.

When the LLC keeps no agent, or when no agent, authorized person or organizer can be found, the Secretary of State becomes its agent and forwards process, notices and demands by registered mail to an organizer’s address in the articles (347.033). An organizer can be anyone, member or not, so that copy may miss the people running the LLC.

Coming back after a duration cancellation

A cancelled LLC can still amend its duration, then apply for reinstatement under 347.183(6) with:

• its name and the date the cancellation took effect;
• a statement that the grounds are gone, with documents showing it;
• confirmation that the name still meets RSMo 347.020;
• the $100 reinstatement fee;
• any delinquent fees, penalties and charges the Secretary determines.

If the Secretary has issued the name to another entity in the meantime, the LLC may return under a new name it has approved, and the reinstatement then takes effect as of the cancellation date (347.183(6)(e) and (f)).

A $0 Missouri LLC Annual Fee, Plus the $5 Technology Fund on Each Filing

Chapter 347 charges a Missouri LLC no annual fee, unlike the yearly report fee most states charge LLCs. Each filing it does make costs the statutory fee in RSMo 347.179 or 417.220 plus $5 for the Technology fund; the Corporations Division schedule of fees (January 2025 edition) lists the totals.

No franchise tax applies either. RSMo 147.010, a tax on corporations, stopped for tax years beginning on or after January 1, 2016.

How the Missouri Annual Registration Report Is Dated for Corporations

The “Missouri annual report” filed on Missouri Business Filings is the corporate registration report of RSMo 351.120, owed by Missouri corporations and by foreign corporations licensed in the state. Its renewal month is the month of incorporation or qualification.

Due date

The Corporations Division FAQ counts the last day of the fourth month, counting the renewal month: a May renewal month means a report due August 31.

First report

Within 30 days of incorporating, for a corporation formed since July 1, 2003; older corporations keep the month indicated on their last registration report.

Biennial instead

Allowed in the even or odd years that match the year of incorporation: $30 online or $80 on paper, plus a $10 technology fee (RSMo 351.122).

New renewal month

$25 to pick another month on a current report.

An LLC that elects S corporation or C corporation tax treatment with the IRS remains an LLC under Chapter 347, so no registration report applies to it.

Missouri Fictitious Name Renewal, Six Months Before the Five Years End

An LLC that trades under another name holds a fictitious name registration, the one Missouri filing that recurs on a clock. It stays active for five years, and RSMo 417.210 accepts the renewal only within six months before the expiration date. The $7 renewal is filed on Missouri Business Filings, and it is also the moment to update the business or owner address, as the fictitious name FAQ notes.

Filing on day one of the window costs nothing in time: the renewal runs from the old expiration, not from the filing date, for five years (417.210(10)). The fee is waived for an owner who serves in the Missouri National Guard or on active duty, lives in Missouri and gives proof (417.220.2). The name above would next expire on June 15, 2032.