Doing Business with the Secretary of State

The Missouri Secretary of State’s office serves as the filing office and information clearinghouse for businesses operating in the State.  A variety of functions are performed and completed with the office. Among those functions are the following:

1. Creation Filings: Creation filings are the initial filings which create a statutory entity.  For example, a corporation’s articles of incorporation are filed to create the corporation. Online creation filings are available for Limited Liability Companies and Fictitious Names.

2. Maintenance Filings: Filings or registrations may be required by circumstances or events which occur during the life of a business entity. For example, if a limited liability company changes its registered agent or a limited partnership adds a new general partner, certain documents must be filed or amended.  In addition, corporations are required to file an annual corporate registration report and pay an annual fee.

3. Major Transaction Filings: In some instances, a major change in an entity’s structure or ownership requires a filing.  The most common is a merger of two or more business entities, which requires articles of merger to be filed.  Filings related to consolidations and withdrawals must also be made.

4. Dissolutions and Terminations: When a statutory entity is to be terminated, articles of dissolution and requests for termination are filed.  In instances where an entity is administratively dissolved or otherwise cancelled or terminated by the Secretary of State, the entity may have some further filing requirements to formally end the entity’s existence.

5. UCC Filings: UCC-1 financing statements, the nationally accepted format for recording or providing formal notice of a lien on certain types of property, are filed with the Secretary of State.  Many choose to file these statements online.

6. Trademarks and Service Marks: Many businesses choose to reserve the exclusive right to use of original logos or marks related to their products or services in the State by completing a filing with the Secretary of State.  These filings are often also made at the Federal level with the United States Patent and Trademark Office. 

The above constitutes only a handful of the filings and registrations completed with the Secretary of State.  Access to forms for most filings and a schedule of applicable fees can be found at www.sos.mo.gov/business/corporations/generalinfo.asp#forms.