Although it is not required by Missouri law, it is advisable that legal entities have an operating agreement. This is often a policy requirement for banks to open a financial account for a Limited Liability Company (LLC).
An operating agreement is a legally binding document that governs the terms and internal operations as outlined by the entity’s own rules and specifications. It addresses structural items, including whether the organization is member-managed or manager-managed, and it outlines who is in control of the decision making and other legal matters. It must be signed and executed by all parties (members and/or managers). As your entity evolves, the operating agreement can be amended as needed; it is a living document.
If you are new to operating agreements and don't know where to begin, seek the help of area professionals. Small business service providers can offer guidance on operating agreements. Here are a couple free or low-cost local options:
When dealing with legal matters, it is prudent to engage with the services of legal professionals. For specialized services, consult with your tax professional and attorney. You can verify their license in the directories below. If you do not have legal counsel, the Missouri Bar Association has a lawyer search and referral service.
In addition, you may want to review templates that offer standard language so you can see the type of language and clauses which are generally included. However, it is imperative that if you use a template, it must be customized to your specific business and may be subject to complying with appropriate legal format. Click here for a sample Single Member LLC Operating Agreement.
Recently, I organized an event for our local Rotary club, a not-for-profit organization, where alcohol would be served. Although we were not selling alcohol (distributors were donating their time and providing tastings at no cost), we were charging an admission fee to the event. Therefore, it necessitated applying for a Missouri picnic license. It is one of those things that once you know how to do it, it is not that difficult. I found, however, that without proper guidance, figuring out the process can be quite stressful. So that the details are clear for others, I have outlined the steps one must take in order to comply with regulations. This involves getting all your state, county and city approvals and any required licenses. The following is a step-by-step "how to" with examples of the documents.
For review, first visit the state website that addresses picnic licenses: Missouri Department of Public Safety, Alcohol & Tobacco Control
Fill out Form 126 with the Missouri Department of Revenue. Expect about a two week turnaround time to be safe. Once issued, you have 90 days to hold your event so be mindful of the time schedule. I personally like to have a direct contact with each office and in this instance, I was provided assistance by John Geiser. I have said it before and I will repeat–one of the things I love about Missouri is that when you call upon the state for assistance, you get a live person (not a never-ending voicemail chain) and staff are friendly and helpful! You might not realize it but this is a luxury; I have been in other states where you don’t get personalized assistance and I guarantee business in much more pleasant when it is personable. Honestly I am very thankful for our administrative offices and the support they provide.
John told me specifically what to include in the comment box (copy below).
You will end up receiving two documents–the Certificate of No Tax Due (sent via email) and the tax exemption letter (sent via snail mail). The tax exemption letter is important for your suppliers to keep on file (for example, the print-shop that produced our event tickets). The Certificate of No Tax Due is given to City Hall for step two.
Take your Certificate of No Tax Due to City Hall. In my case I brought it to our City Clerk with the City of West Plains. Because it is not a permanent license, it does not need to go before a vote with the City Councilmembers. The City Clerk simply drafts a letter of approval for the specific date and time of the event. This letter will be included in the application package in step three.
This step is the most involved and will take the longest to complete. First, download the checklist Form 829-A0026. It is very important that your organization be up-to-date on its registration with the Missouri Secretary of State’s office with all your officers noted correctly. Go to the Business Entity search page and type in your organization. Click on the second tab, Filings, and download the most recent Change of Registered Agent and/or Registered Office and your Annual Registration Report. This is an annual requirement and it should be done at the beginning of your fiscal year. Print copies of the Secretary of State entity filings because it will give the required details concerning your entity and note that the members who are submitting the picnic license application are in fact official board members and authorized to do so on behalf of the organization.
You will then need to complete the Managing Officer Appointment Form (make sure to name the members listed on the SOS documentation so it can be cross-referenced) and complete the Application by Organization for Picnic License.
Start gathering all the require documentation from the checklist.
For a cashier’s check, go to a bank or for a money order go to the U.S. Post Office. There will be a small convenience fee and you will need to list the name of the recipient and their address. In this case, make it out to the Missouri Director of Revenue, PO Box 831, Jefferson City, MO 65102. Note that this address is nowhere to be found in the application and you will NOT mail anything to this address; it is simply for the cashier’s check or money order.
If you do not have a copy of your property tax receipt, go to your County Collector’s office (usually in or near the county courthouse) and they can print you a paid receipt for your last years personal property and real estate taxes.
Photocopy your voter registration card and your driver’s license and/or passport. The passport copy is not required unless you are a naturalized citizen but it will not hurt to include and in this case I would prefer to give more information and less chance to delay processing.
You need to get “property owner permission” and in my case, this involved a letter from the manager of our venue. Our Rotary fundraiser was being held at the West Plains Civic Center. Below is our letter for reference.
Organize all these documents from the checklist in the order they are listed for clarity and mail to the address specified in the application form (addresses vary by the county). To expedite the request, send via Fed/Ex or UPS and include a pre-paid, self-addressed return envelope. Allow a week for processing and printing of the license.
If you need to follow-up with the Alcohol and Tobacco Control Central Office, you can call them at (573) 751-2333. I also copied our agent for Howell County Josh Campbell, MDLC, at Joshua.Campbell@dps.mo.gov so he was aware of what we were doing and knew to expect our application (however their office cannot do anything until the payment and application have been received).
Once you receive the picnic license from The Missouri Department of Public Safety, bring a copy over to the County Clerk’s office. You need to also provide a copy of your No Tax Due certificate from the Missouri Department of Revenue. In Howell County there is a $25 liquor license fee plus a three dollar service fee and it is okay to pay in cash.
Finally, your beverage distributors will want a copy for their records and you will want to bring the license/approvals to the event and have them publicly on display.
A trade intermediary works as an agent between the manufacturer of a good and the end user of the product or service. As an intermediary, your job is to make the export process as easy and seamless as possible for the products/services you represent.
As the export department or authorized export representative, you seek exclusive rights to represent a company/product line in specified markets for X years, with an option to renew. You will seek to develop markets, screen and qualify potential buyers and distributors, and present the manufacturer/wholesaler with confirmed purchase orders backed by guaranteed payments. You handle all documentation, payment and delivery arrangements. In return, you expect to receive a commission on the value of the export sale.
Typically the percent ranges from 5% on low-margin commodities up to 15% on more elastic goods. As needs arise, you may also offer to purchase the products for export. In that event, you will arrange to pay directly, take title to the goods and sell them to the overseas customer. If you take title of the goods, you may charge more of a commission to cover the finance risk and invoicing.
So how do you do all this? To help you in this trade intermediary role, the CITD can provide all the building blocks to help you expand your overseas markets and sales. Here’s a sampling of what we do for you:
The following are some tips for start-up trade intermediaries (a.k.a. export management companies, or EMCs). There is much more to this subject than can be discussed in one message, but this will give you some initial food for thought.
The question, “Which comes first, the chicken or the egg” presents a similar dilemma for the new EMC—should you seek buyers first (search for trade leads, etc.) then try to find matching suppliers? OR, should you try to find suppliers to represent, then try to find matching buyers? No matter where you start, you must convince your “client” – the buyer or the seller – that you have the expertise to effectively do the job. Establishing credibility for a newcomer is not easy.
A second problem is, how to avoid direct contact between the supplier and buyer you brought together (bypassing you).
A third problem is a buyer’s perception that dealing through middlemen raises the cost of the product (commission add-on). This is often a false perception, because your modest commission is probably much lower than the cost if the supplier had to maintain an in-house export function.
Establish credibility: You need some kind of literature about you and your company to answer the question: “who are you?” and “what can you do for me?” This could be a flyer, brochure and/or a webpage.
Product Focus: It is best to focus on products you know most about, rather than any or all products that come across your radar screen. At some point, your prospective supplier or buyer will ask how this product stacks up against the competition (why should I buy yours instead of X; or how well can you explain why a customer should buy product instead of brand X). You should ideally be able to converse persuasively about any product you handle.
Market Focus: Although you may receive unsolicited inquiries from time to time, you’re better to determine and systematically pursue the most promising markets for the product. This requires investigation – talking to others in the industry, market research, contact lists of buyers/distributors, etc.
Protecting against direct buyer/seller contact: This is a contractual issue. If you undertake any contacts in behalf of any buyer/seller client, you obviously do not want to disclose names of your “interested” contacts until you have a written agreement with your client that protects your interests in a specified time frame. If the agreement is properly worded, even if one or the other party attempts to bypass you at some point within the time frame, you are legally entitled to the commission they attempted to avoid. An attorney can help you
draw up agreements that cover single or multiple transactions with any named parties or broadly, with exclusive or non-exclusive rights in specified territories.
Avoiding “middleman” stigma: Once you have contractual “rights” to represent a supplier, you should attempt to present yourself as much as possible as if you were the supplier’s export manager or department in communication with overseas buyers or distributors, with you as their contact.
The steps outlined below only cover how to get your business established as a legitimate business in "good standing" as defined by the state of Missouri. Much of the registration process is now done online through a computer. Please note this does NOT include the steps necessary for hiring employees (click here for information on hiring employees).
Check to see if your preferred business name is available; click on the link below.
You are not required to register a name if you are a sole proprietorship or general partnership doing business under your legal name. However, if you want to go by a name other than your legal name, you need to register either a Fictitious Name (sometimes referred to Doing Business As) or a corporation. Sometimes corporations will have a legal name and also file for a fictitious name. For example, TOOTSIES & TWEETSIES, LLC is a legal business name which also has a fictitious name Beards and Bonnets for their branded Amish-style furniture and foods.
Name registrations are territorial. If you want to protect your name and make certain only you have legal rights for its use then consider filing for a trademark with the U.S. Patent and Trademark Office. You are not required to file for a trademark but it may be something you want for branding and to prevent marketplace confusion. Keep in mind that a U.S. trademark only provides legal rights inside the United States. If you want international legal protection of your name, then you must file separately in each county; there is no such thing as a global or universal trademark. However, there are treaties that can provide benefit to trademark filers but the first step is to file in your home (domestic) country.
Select your business structure; review Missouri legal entities by clicking on the link below.
It is highly advisable that you talk with an attorney and an accountant in regard to the different business entity types and their legal and tax implications. You can also read about some of the bigger differences in our MissouriBusiness.net articles.
Please note SBTDC staff cannot provide official legal or tax advise nor can we endorse any private business.
Register with the Missouri Secretary of State’s business portal; click on the link below.
You are not required to register online (you can still submit an old-fashion paper copy via snail mail) but I highly recommend it as the filing fee is reduced to $50.00. I recorded myself registering a business so you can see in advance what to expect during the online registration process. The resolution is poor but you will get the general idea of how this works.
Checkout the filing guides at http://www.sos.mo.gov/business/outreach/stepbystepguides.
If you file a Limited Liability Company (LLC), it is advisable to use the language:
The transaction of any lawful business for which a limited liability company may be organized under the Missouri Limited Liability Company Act, Chapter 347 RSMo.
You will receive a certificate like the one pictured below. Print a copy for your records and note your business registration number (circled below).
Register your Federal Employer Identification Number (FEIN) with the Internal Revenue Service (IRS); click on the link below.
If you are filing as a LLC, most individuals (aka, Solopreneurs) will be considered a disregarded entity. For additional information, visit: http://www.irs.gov/Businesses/Small-Businesses-&-Self-Employed/LLC-Filing-as-a-Corporation-or-Partnership
Save and print a copy of your FEIN number. You will need both your Articles of Organization certificate and your IRS letter noting your FEIN number to open a business checking account. Many banks will offer free business checking and if you want to cash a check made out to your business, this will be necessary. However, services like PayPal, Square, and Stripe have made it possible for businesses to have merchant services without a business checking account so entrepreneurs do have more options.
(1.) Register your state tax ID number with the Missouri Department of Revenue and (2.) complete your Missouri Tax Registration Application form.
If you make retail sales then you need a Missouri Retail Sales License (Form 2643). A bond is also required and it is based on your projected monthly gross sales at the time of application. If you are a wholesaler or buying at wholesale prices, then you will need a Sales and Use Tax Exemption Certificate (Form 149) to provide to your supplier showing the sale is exempt from sales tax .
Contact DOR if you have any questions.
Missouri Department of Revenue
Division of Taxation & Collection
P.O. Box 3300
Jefferson City, MO 65105
Fax: (573) 522-1722
Telephone: (573) 751-5860 Option 5
Web Site: http://dor.mo.gov/
You will need your FEIN number for this step. It may take about two weeks before you will be issued your state tax ID number as you will have to snail mail a money order for your bond. Keep this in mind if you need to buy inventory or supplies for your business at the wholesale rate; vendors will request your state tax ID number before doing business with you.
Here is a brief video that will help you with this step.
Cash bonds are generally the easiest type of bond but here is an overview of your bond options. See the video below about tax bonds and use the Sales/Use Tax Bond Calculator: http://dort.mo.gov/tax/calculators/bond to help you know the amount you should send to DOR.
You will need to register with the County where your business is located to get a merchant’s license (this is only applicable if you are selling products). Their office is usually located at your County Courthouse. If you are within the city-limits, then you will also need to register with your city business office usually located at City Hall. If you have a food service establishment, you need to contact your County Health Department for an inspection.
Click on the map markers below to find the contact information for your City and County offices. If an application is required, click on the URL for an edit-able PDF. Most cities and counties will have an annual business license fee and require a copy of your state tax ID number.
If the map below fails to load properly, click this link.
Review the list of licensed professions through the Missouri Division of Professional Registration and other links with industry specific information.
Depending on your profession or the type of business you want to operate, additional licenses may be required. It is your responsibility to be compliant and follow all federal, state and/or municipal regulations. For example, a gunsmith needs a federal license from ATF (see: https://www.atf.gov/firearms/apply-license); a pest control business needs a state license from MDA (see: http://agriculture.mo.gov/plants/pesticides/licensing.php).
You can use your NAICS code to gather market research on your industry and to identify benchmarks for the industry as a whole in your region. This can be very helpful for new businesses since they do not have historic numbers of their own. There are a number of tools the SBTDC has available, including BizMiner, ProfitCents, ESRI, and LivePlan, that offer industry information based on your NAICS code that will assist with your financial projections.
Business Plans serve two primary purposes. The first is to help you focus your idea and create a road map for success. It is inevitable that you will have to make adjustments in your business and proper planning will allow for you to make informed decisions more efficiently. The second reason for a business plan is funding. Any investor (equity finance) or lender (debt finance) is going to want to know how you plan to use the money and how you will grow and provide a return. Business plans MUST show a positive cash-flow and for a traditional business loan, you need to have a 1.2% or higher DSCR.
We use LivePlan for business planning; SBTDC clients are set up with a free account.
Work with the U.S. Small Business Administration (SBA) Resource Partners to help guide and mentor you in your business. SBA resource partners are business professionals and never charge a fee for consulting services.
Marketing your business by giving education information can be an effective tool that keeps customers from discarding your media. For example, the Animal Emergency Referral Center's Guide to Pet Emergencies is a pamphlet that I plan to keep forever – just in case. Although I no longer live in California, and there is little likelihood I will be returning to the Animal Emergency Referral Center in Torrance, California, I will keep this informative guide. It is a constant reminder of their business and the services they provide.
Often a business must educate their customers on when and how to use their services. This is especially true when there may be municipal ordinances. One example is a sign business that makes yard-signs for a particular community in their service area; city ordinances dictate where and how long a sign can be placed. Helping your customer know how to follow the rules or regulations pertaining to your services can be informative appreciated, and at the same time it reinforces your business name.