Business Law

Less than most formation services sell you, and more than most founders do. At minimum: the right entity formed correctly, an operating agreement or shareholder agreement that addresses control, transfers and exit, and written terms with your customers and vendors.

For a Missouri LLC the operating agreement is not optional in the way people assume. RSMo § 347.081 requires an LLC to adopt one, and directs that the statute be construed to give maximum effect to the principle of freedom of contract. What that document says will govern almost every dispute the company ever has.

What you can usually skip early: trademark filings before you have settled the name, elaborate equity structures before there is anything to divide, and a registered agent service that costs more than the filing did. See Business Formation.

If your company is a domestic U.S. entity, no. FinCEN’s final rule effective 14 August 2026 permanently exempts all domestic entities and U.S. persons from beneficial ownership information reporting under the Corporate Transparency Act, adopting the March 2025 interim rule.

Foreign companies registered to do business in the United States still report — but only as to beneficial owners and company applicants who are not U.S. persons.

This changed recently enough that a large amount of guidance online, and a number of paid filing services, still tell domestic owners they must file. See FinCEN’s BOI page for the current position.

Start with the operating agreement or shareholder agreement, because it usually decides the answer before any law does. Look for the transfer restrictions, the buy-sell mechanism, deadlock provisions, and whether there is a mandatory arbitration or mediation clause.

Where the document provides a buyout mechanism, the dispute is often a valuation exercise rather than litigation. Where it is silent — which is common in agreements downloaded from the internet — the options narrow to negotiation, a court proceeding, or one owner leaving on bad terms.

Litigation is available and sometimes correct. It is also slow, public, and paid for out of the company you are fighting over. See Business Litigation.

Earlier than feels necessary, because both are cheaper to plan than to react to.

On continuity: if you have a co-owner and no buy-sell agreement, then when one of you dies, divorces or becomes disabled, the other may find themselves in business with a spouse, an ex-spouse, or an estate. That is a solvable problem in advance and a genuinely painful one afterward. See Business Continuity Planning.

On sale: the things that raise a purchase price — clean corporate records, assignable contracts, documented IP ownership, financials that reconcile, and a business that does not depend entirely on the owner — take two or three years to put in place. Starting when a buyer appears is starting too late. See Business Sales & Exit.

More readily than in many states, within limits. Missouri enforces reasonable restrictive covenants that protect a legitimate interest — trade secrets and customer relationships rather than ordinary competition.

On non-solicitation specifically, RSMo § 431.202 provides real certainty: a written agreement not to solicit customers or employees is enforceable, and a duration of one year or less is conclusively presumed reasonable. The statute expressly excludes employees who provide only secretarial or clerical services.

The practical drafting point is that narrow agreements are enforced and overbroad ones invite a court to rewrite or void them. Asking for everything is how employers end up with nothing.