Our Business and Estate Planning FAQs
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I Recently Signed A Revocable Trust. Will my Revocable Trust Protect My Assets if I Get Sued or From Nursing Home Spend Down?
No. This is a very common misconception. There are several reasons to have a revocable trust. However, asset protection planning and nursing home protection are not reasons to have a revocable trust. Under federal Medicaid law and under most states laws, your revocable trust is considered your asset and must be "spent down" before you qualify for long term care in a nursing home. Also, because your revocable trust is your asset, it can also be reached by your creditors if you get sued.
If you want to learn more about asset protection in Missouri, download a free copy of our report, 10 Questions You Should Ask About Protecting Your Assets in Missouri.
What is a Missouri Series LLC?
Missouri law permits the formation of a limited liability company (LLC) that may then establish one or more series.
Missouri law provides that an individual series is not liable for the debts or obligations of any other series of the LLC.
Should I use a Missouri limited liability company (LLC) for my consulting services?
It be may be beneficial to organize your consulting business as a limited liability company (LLC) to avoid personal liability with respect to your business. However, just like any other professional, you will be personally responsible for your negligence in your consulting services. Therefore, it is important to have errors and omissions insurance when providing consulting services.
Do I need a stock certificate for my Missouri LLC?
No. A Missouri limited liability company (LLC) does not issue stock certificates.
The ownership of a limited liability company is reflected in the limited liability company operating agreement.
What happens if I cannot find my original stock certificate? Do I still own the stock?
Even if you lose your stock certificate you still own your stock. However, to replace the physical certificate, the shareholder must contact the company's stock transfer agent. Typically, the stock transfer agent will require the shareholder to sign an “Affidavit of Lost Stock Certificate” and will issue a new stock certificate to the owner.
I heard that a Non-Compete Agreement is unenforceable in Missouri, is this true?
No, this is not true. Unfortunately, some business owners often believe that noncompete agreements "are not worth the paper they're written on."
In Missouri, non-compete agreements can be enforced under certain conditions. For many businesses, a well-drafted non-compete agreement can be a valuable and critical legal document.
Do I need a business license for my LLC or corporation once it is formed with Secretary of State of Missouri?
Your Articles of Incorporation or Articles of Organization are not the same as a business license. Once your LLC or corporation is formed with the Missouri Secretary of State, your municipality may require that your businesses obtain a business license before opening a business in their city.
A business license is obtained directly from the local governmental authority.
What legal documents do I need to form a LLC in Missouri?
A Missouri limited liability company (LLC) is created by filing Articles of Organization with the Secretary of State of Missouri.
The Articles of Organization must include:
- LLC's name and address
- Name and address of the LLC’s registered agent
- Whether the LLC will be member-managed or manager-managed
- LLC's duration, if not perpetual
Every Missouri LLC must have a registered agent for service of process in the state. This is the person or business entity that agrees to accept legal papers on the LLC’s behalf if it is sued. The registered agent must have a physical street address in Missouri.
LLC Operating Agreement
In addition to filing the Articles of Organization, your business should also create a written LLC "Operating Agreement." The Operating Agreement does not need to be filed with Missouri Secretary of State's Office. However, the Operating Agreement is an important document because it explains the LLC members' rights and responsibilities, their percentage interests in the business, and their share of the profits.
If my spouse becomes disabled, will I automatically be able to make financial and medical decisions for him or her?
No, not unless your spouse has named you to be his/her attorney-in-fact under a Durable Power of Attorney and his/her health care agent under a Medical Directive.
Absent these two documents being in place (and presented to a medical provider), you will need to go to the Probate Court and be appointed as your spouse’s guardian and conservator.
What is a "no contest" clause?
A "no contest" clause states that if a beneficiary under your will or trust challenges his or her inheritance, he or she will receive nothing.
Remember, however, in Missouri, you cannot disinherit your spouse.