• A corporation whose shares are held by a single shareholder or closely knit group of shareholders. Generally, there are no public investors, and its shareholders are active in the management and/or operation of the business.
• The shareholders of a close corporation are generally personally liable for the debts and liabilities of the close corporation only to the extent of their capital contribution
• A corporation may be formed initially as a close corporation or it may adopt close corporation status by amending its articles of incorporation to include a statement that it is a close corporation
• A statutory close corporation may operate without a board of directors if its articles of incorporation contain a statement to that effect.
• Bylaws are not required for a close corporation if provisions normally included in the bylaws are included in the shareholder's agreement or the articles of incorporation
• A close corporation's profits are taxed twice: once at the corporate level and again when profits are distributed as dividends to their shareholders. If a close corporation meets specific IRS requirements, it can file for Subchapter S Corporation status.

• Incorporators must file the Articles of incorporation, along with the required processing fees, with the Missouri Secretary of State. Once the filing is officially approved, the business begins its existence, as a separate legal entity.  A document is effective on the date filed or at he date specified in the document as its effective date when filed.  A document may specify a delayed effective date upon which the document becomes effective, and this date may not be later than the 90th day after the date it is filed.
• First, choose the name of your corporation. The name must be clearly different from the name of another business. So, at no extra charge, Proactive Management will perform three name searches to determine if your desired name(s) are available. 
• This name must also include one of the following phrases "corporation," "company," "incorporated," or "limited" or end with an abbreviation of one of the preceding words
• The name must not include "cooperative," "bank," "insurance," or "redevelopment" or any word or phrase which indicates or implies that it is any governmental agency
• The Articles of Incorporation will address:
  • Name and place of residence for each incorporator, all of whom must be at least 18 years old, and the notarized signature of at lease one incorporator
  • Street address of the registered office and the name of the registered agent at such office. The registered office can be the same as the corporation's place of business and the registered agent can be an officer/owner of the corporation.
  • The total number, class, and par value (if any) of authorized shares 
  • A statement of the preferences, qualifications, limitations, restrictions, and the special or relative rights including convertible rights, if any, in respect of the shares of each class
  • The duration of the company which may be perpetual or only until a specific date
  • The purpose of the company, which can be to engage in any lawful business
  • The number of directors
    • on the first board of directors; thereafter, the number of directors will be set as specified in the bylaws , and any changes in the board will be reported to the Missouri Secretary of State within thirty days
    • on the board of directors, and if the number of board members is less than three, the number must be stated in the articles of incorporation
• State incorporation fees vary based on the total par value of all authorized shares

Disclaimer - Not Providing Legal Services - Proactive Management, Inc. presents the material on this site as general information only. It is not offered as and does not constitute legal advice or legal opinion and should not serve as a substitute for advice from an attorney or accountant familiar with the facts of your specific situation. We provide business formation services. We are not a law firm and do not provide legal or tax advice or services. We make no warranty, express or implied concerning the accuracy or reliability of the content at this site or at other sites to which we link.