How to Dissolve an LLC in Missouri | End Your Company the Right Way

Making the decision to close a limited liability company in Missouri is never easy. Hence, the last thing you want is an unnecessarily complicated and costly dissolution process. By learning how to dissolve an LLC the right way, you stand to save yourself time, effort, and money. Also, we provide guides on how to terminate your LLC in other states, such as Wisconsin here, Georgia in this post, or how to close your LLC in Kentucky. In addition, here's a post on dissolving an LLC in Ohio and dissolving an LLC in Colorado. Also, dissolving an LLC in PA means that creditors don't have to be notified about the upcoming LLC dissolution.

In this guide, we will be taking a look at the basics of how to dissolve an LLC in Missouri - from issuing a notice of winding down to filing articles of termination to distributing remaining assets to LLC members. If in doubt, legal advice should be sought at the earliest possible stage to ensure a quick and painless dissolution for your company in Missouri. On the other hand, if you are just abput to set up a company, check out the top LLC forming services here.

What Does Dissolving an LLC Mean?

When you file an application to dissolve your LLC in Missouri, you indicate your intention to close it permanently and cease providing all services by a specific date. You will have the option of choosing an effective date while filing for dissolution, in accordance with when you intend to halt operations.

Filing of articles of termination with the Missouri Secretary of State sets the formal side of the process in motion. However, there are additional steps you must first take when closing your business entity in accordance with state-specific legal guidelines. 

closed business

Examples of which include paying off business debts, issuing notice to creditors that you want to terminate operations, and ensuring your tax affairs are in order. You must also organize a meeting with LLC members to take a vote on the dissolution, for which formal meeting minutes must be taken and kept.

How to Dissolve a Domestic Missouri LLC

The basics of dissolving a Missouri LLC are relatively simple. In order to get the process of dissolving a Missouri LLC underway, you need to inform the Missouri Secretary of State of your intention to close your company, which means filing a Notice of Winding Up for Limited Liability Company.

During which, you will provide key information about your company such as the following:

  • LLC name
  • Charter number
  • Date of formation
  • Business address
  • Signature of one or more authorized representative(s)
  • Return address
document

Once the above has been taken care of, you can then move on to filing your articles of termination with the Missouri Secretary of state, which means submitting the following information:

  • LLC name
  • Charter number
  • Date of formation
  • Reason for dissolution
  • Effective date of dissolution
  • Date on which the Notice for Winding Up was filed
  • Signature of one or more authorized representative(s)
  • Name of applicant
  • Return address
paper needed

In both instances, you must pay a fee of $25 to file these documents, which can be paid online or sent in the mail as a check. Postal applications for company dissolution should be mailed to the following address:

  • Corporations Division
  • P.O. Box 778 / 600 W. Main Street, Rm. 322
  • Jefferson City, MO 65102

Processing times to dissolve an LLC vary, but most corporations applying for dissolution receive a response within seven business days. For expedited processing - often within 24 hours of submission - there is also the option of taking your documents to the office in person.

Important: Always Follow Your Missouri LLC Operating Agreement

It is important to note that before submitting the forms above to dissolve an LLC, you must first follow the steps outlined in your LLC’s operating agreement. This is where most LLCs and their owners will find the information required as to how the subsequent dissolution process must take place.

For example, the information in the operating agreement will usually include the following mandatory action that must be taken:

  • Holding a vote with LLC members to dissolve the LLC
  • Recording the dissolution vote in the LLC’s meeting minutes
  • Determining the formal date of dissolution
  • Distribution of LLC assets
  • Notifying creditors and settling any business debts
meeting

The most important of these steps is the initial member's vote - a formal meeting during which all members of the LLC will vote on whether or not they want to close it. Detailed meeting minutes must be kept and retained for future reference and the process of dissolution can only continue if there is a majority vote in favor of closure.

In terms of the distribution of LLC assets, this can only take place when all outstanding debts with creditors have been settled, along with outstanding tax payments.

If the information you need cannot be found in your original operating agreement, Missouri state law applies. Contact the state department or the IRS directly, if you have any questions or concerns regarding your tax obligations.

Notifying Creditors of Business Closure

Even where it is not a legal requirement to tell creditors you intend to close your business, it is still essential to do so. Corporations that attempt to sidestep their debts run the risk of facing heavy fees and penalty payments at a later date.

Ensuring you pay off your LLC’s debts at the earliest possible stage in the dissolution process is essential. If you are unable to repay your debts, agreements must be made with creditors to ensure they are repaid gradually or at a later date.

Always remember that legal action can still be taken against your company until it has been formally dissolved and no longer exists.

time is up

Closing Your Business Tax Accounts

Winding down a business in Missouri involves ensuring all of your taxes are up to date. It often means taking into account a wide variety of taxes that apply to different types of businesses, such as employee withholding tax, unemployment insurance tax, sales tax, and so on.

Closing tax accounts (i.e. getting tax clearance) in Missouri is a straightforward process if you are already up to date with your taxes and outgoings. If this is the case, you simply need to file your final return to the appropriate department. Some corporations need to submit different types of paperwork to close their business tax accounts, depending on the nature of the business and the extent of its tax liabilities.

In any case, you will not be able to close your company if you have any major business debts or tax obligations outstanding. Again, you can contact the state department or the IRS directly if you have any questions or concerns, or enlist the help of a Certified Public Accountant if preferred.

refunds

How to Dissolve a Foreign Limited Liability Company in Missouri

The process of dissolving a foreign LLC in Missouri is equally straightforward - again, just as long as your company is in good standing with both the state department and the IRS.

If you are running a business that was registered in a state outside Missouri, state law will apply and the corresponding dissolution process must be followed. If you are running a business that was registered outside Missouri but is qualified to do business within the state, you will need to file the Articles of Cancellation of a Foreign Limited Liability Company (Form LLC-8).

get this document online

This indicates your intention to cease operating within the state of Missouri and involves providing the Secretary of State with the following information:

  • LLC name
  • Charter number
  • State/jurisdiction of formation
  • Mailing address for service of process
  • Signature(s) of authorized member or manager
  • Name of applicant
  • Return address

The same $25 fee for filing this application is payable whether submitting your documents online or by mail - the postal address is also the same as follows:

  • Corporations Division
  • P.O. Box 778 / 600 W. Main Street, Rm. 322
  • Jefferson City, MO 65102
usa flag on the letter

Most applications are processed within a week, though expedited processing (often within 24 hours) is usually available by taking your documents to the office in person.

What is Administrative LLC Dissolution in Missouri?

The information and guidelines above apply exclusively to corporations that are dissolved voluntarily in the state of Missouri. However, there are instances where the Secretary of State may take action against a business and enforce administrative dissolution.

This is where a business is required to close involuntarily, which can occur for a variety of reasons - failure to complete the dissolution process properly, failure to file your company’s annual report in a timely manner and so on.

Should this occur, you will subsequently have the opportunity of applying for reinstatement for 10 years following the effective date of administrative dissolution. Additional fees and penalties will also be payable - as will applicable taxes for each year your business was registered as active with the state of Missouri though remained inactive (i.e. was not conducting business).

If you have any concerns whatsoever regarding your ability to handle the dissolution process yourself, seek legal support from a qualified professional.

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