Series LLC in Missouri (What Is It & How to Get One?)
A Missouri Series LLC combines corporate liability protection with the flexibility of a partnership. Successfully managing one requires a solid understanding of state laws and procedures.
This guide, developed with input from legal experts, outlines the key features of a Series LLC and the steps to form one in Missouri.
Whether you're starting out or expanding, knowing how a Missouri Series LLC works can help you build a more efficient and adaptable business structure.
Quick Summary
- A Missouri Series LLC is a unique LLC structure that allows you to create separate series under one parent entity.
- Forming one requires filing articles of organization, drafting an operating agreement, and designating each series within the LLC.
- With 548,647 small businesses making up 99.4% of Missouri’s economy, Series LLCs offer an efficient way to manage multiple ventures under one legal structure.
- In my experience, Missouri Series LLCs provide a practical, flexible solution for entrepreneurs managing diverse operations.
What is Missouri Series LLC?
Missouri Series LLC is a flexible structure that allows multiple, distinct “series” under one master LLC, each with separate assets, liabilities, members, and operations.
It protects each unit from others' liabilities by isolating assets—something traditional structures may not do for debt claims.
Series LLCs in Missouri are governed by the Missouri Revised Statutes, Chapter 347.
Each series functions like a mini-LLC with its own name, account, and agreement. Missouri’s model mirrors Delaware’s 2006 statute, offering liability protection and tax benefits [1].
The Formation of Series LLC in Missouri
The process of forming a series LLC in Missouri is increasingly relevant, especially with 29,925 new businesses launched between March 2021 and March 2022, according to the US Small Business Administration [2].
Here are the steps:
1. Filing Missouri Articles of Organization
To set up a Missouri LLC series, file the Articles of Organization with the Secretary of State, listing your company name, registered agent, and members, and pay the required fees.
This is the foundation of your Series LLC, along with the operating agreement.
2. Draft an Operating Agreement for Missouri Series LLC
A unique Operating Agreement is required for each series. To add a new child LLC, amend the agreement to reflect its structure and purpose.
"If you've got an operating agreement in place and you can show that you've been following the operating agreement, then if you ever were to get sued, it will keep people from going through your business to get to your personal assets."
- Delina Yasmeh, J.D./Tax LL.M, Distinguished Expert in Mergers & Acquisitions
3. Find Registered Agent Service and LLC Name
Search for “Missouri registered agents” online to choose a service.
Your LLC name must be unique and include “series limited liability company” or “SL LLC.”
4. Pay Processing Fee for Missouri LLC Formation
The filing fee is fixed year-round for each LLC. Be prepared to also cover email application costs for multiple properties.
Related Articles:
How is a Series LLC Taxed in Missouri?
A Missouri series LLC is a pass-through entity, meaning income and losses go on the owner’s personal tax return.
The Missouri Department of Revenue doesn’t treat it as a separate tax entity.
This can be a drawback if you run LLCs in multiple states, as each may tax its share of income.
A multi-member Missouri series LLC will be taxed as a partnership, with each member being taxed on their share of the profits and losses.
Members can report their share of income and expenses from each series on their individual tax returns.
The Advantages of Series LLC in Missouri
Forming multiple entities can seem complex, but a series LLC simplifies it.
Each business line operates as a separate LLC under one parent, with distinct records and tax transparency.
Creating new series is easy—just file a Missouri Articles of Organization and update the LLC Operating Agreement.
A Missouri series LLC lets you run multiple businesses under one entity, with each series operating independently.
If one series faces legal issues, others stay protected—offering stronger personal asset protection and isolating risk across ventures.
Read More: How to Transfer Personal Assets to an LLC
The Disadvantages of Series LLC in Missouri
Series LLCs in Missouri have some drawbacks to consider:
- Each child LLC must keep its own records, agreements, and bank account—an increasing burden as you grow.
- Filing separate Articles of Organization adds time and expense.
- Liabilities aren't shared across series, limiting protection between them.
- These LLCs are still new in Missouri, so court interpretations remain uncertain.
Because of this, it’s best to consult a legal expert before setting one up.
FAQs
How Do I Change My LLC to a Missouri Series LLC?
File a Certificate of Amendment with the Missouri Secretary of State online. The fee is \$50.
Does Each Missouri Series LLC Need Its Own EIN?
Yes. Each Missouri Series LLC must have a separate EIN for taxes, hiring, and business operations.
Can Multiple LLCs Use the Same Bank Account?
No. Each LLC should have its own account to separate finances and simplify taxes.
Does Each Missouri Series LLC Need Its Own Operating Agreement?
Yes. The parent and each child LLC should have separate agreements to define roles and responsibilities.
References:
- https://repository.law.umich.edu/cgi/viewcontent.cgi?article=1008&context=mbelr
- https://advocacy.sba.gov/wp-content/uploads/2023/11/2023-Small-Business-Economic-Profile-MO.pdf
- https://dor.mo.gov/
