September 16, 2016

How To Answer The Specific Purpose Question When Forming A Missouri LLC

In Missouri, it asks for your “specific purpose” of doing business. If you put something, for example online selling, does that mean that in the future if you decide to sell art work from your home or out of a brick and mortar that you couldn’t do it from that business?

Thanks.

– Jackie, Missouri

Answer

In the old days, corporations had very defined statements of purpose.

If the corporation performed business activities not defined in their corporate charters and/or articles of incorporation, these acts would be considered ultra vires, and voidable by the company under certain conditions.

This could cause a lot of problems for anyone dealing with that business–they would literally have to read the corporate charter before engaging in a transaction.

That sounds confusing, right? Well, you’re not the only one confused. Which is why many states, including Missouri in your example, permit the following to be used in describing your LLC’s business purpose:

2. The article listing the purpose or purposes should include at least one sentence which defines the specific purpose for which the company is organized (for example, what it will do to make a profit). You may also include, if desired, a purpose statement such as

“and all other legal acts permitted limited liability companies.”

Taken from Missouri limited liability company Articles of Organization Instructions.

So, here’s your solution. Enter one sentence explaining your business’s main activity as you think it will be now. Then, add the following language to the end of the sentence:

“and all other legal acts permitted limited liability companies.”

If you are forming a real estate holding company, for example, it could read:

To purchase, sell, hold, own, and operate real property within the state of Missouri and and all other legal acts permitted limited liability companies.

This will protect you in case your business direction changes over time.

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