Closing your company in Missouri will require you to perform a variety of tasks. Some people think that closing the doors of the office or establishment is enough to end the company’s activities. What they do not know is that there is a certain process that a company needs to follow.
What Is Missouri Dissolution?
When the time comes for your company to cease all its business activities, it has to go through the process of Missouri dissolution. It is a necessary step to end the existence of a company officially. It will also inform the state that the business entity will no longer be liable for tax obligations.
Why Does A Company Dissolve?
Why do companies need to dissolve? – Missouri requires all business entities operating within the state to submit paperwork to register their activities. Likewise, the state also requires any company that wishes to close to file formal paperwork.
Who makes the decision to dissolve? – LLCs need their members’ approval, while corporations require the board of directors to come up with a resolution that the shareholders will vote on during a meeting.
How long does it take to dissolve a business? – The time frame to complete the whole process will depend on how long it will take your company to deal with all its responsibilities. Consider the time your company will need to approve a resolution to dissolve, to complete and prepare necessary documents, and to settle its obligations. The state may take up to 4-7 days to process the documents.
What Happens If Your Company Does Not Formally Dissolve?
All state-registered companies in Missouri have to file annual reports and pay for business taxes. If your company does not formally dissolve, it will continue to exist and will still be subject to filing and tax obligations. Failure to comply may lead to penalties.
Steps To Dissolve Your Business
Once you have made up your mind about the closure of your business, you should follow multiple steps to dissolve your Missouri company.
1. File forms with the state – An LLC has to complete either Form LLC-2 Notice of Abandonment of Merger or Consolidation of Limited Liability Company or Form LLC-13 Notice of Winding Up. In the form disclose the company is undergoing the dissolution process. After completing the proper form, your company has to submit a completed Form LLC-5 Articles of Termination for Limited Liability Company. Meanwhile, a corporation has to file Form Corp. 57 Resolution to Dissolve to start with the winding-up process. Then, it has to file Form Corp. 47 Request for Termination. File all forms with the Secretary of State by mail, fax, or in person.
2. Remove all liabilities and obligations – Your company will continue to exist for the winding up process. Make sure to liquidate all the assets of the company and settle all its obligations. Follow the priorities based on the outline the law has set. After that, distribute all remaining assets to the right people.
3. Give notice to any claimants – Although sending a notice to creditors is optional, it will help limit your liability and allow you to distribute the company’s remaining assets safely. Include all information regarding the submission of claims, such as the address where they can send them and what they need to include in the claim. Clarify the deadline in the notice. It cannot be less than 90 days from the date the written notice took effect. You may also publish a notice in 3 different newspapers to inform unknown claimants.
4. Tax clearance – LLCs do not need to obtain tax clearance. However, corporations need it. You can fill out a Request for Tax Clearance form and send it to the Tax Clearance Unit of the Department of Revenue. A corporate officer must sign the form. You have to submit this before your company files its Request for Termination.
5. Close all bank accounts, credit lines, permits, and licenses – After using the funds to settle the company’s liabilities, you can contact the bank to find out how to close all accounts under the name of the company. You may also consider canceling other permits and licenses to protect your reputation and prevent possible issues in the future.
How DoMyLLC can assist with streamlining the process
If you are finding it hard to understand the multi-step process of dissolution, you may find our services helpful. We provide personalized solutions and live support from a team of experts. Contact us now to find out how we can assist you in completing the Missouri dissolution process.
Missouri Dissolution FAQs
The filing fee for each form is $25. If your company has to file 2 forms, it has to pay a total of $50.
LLCs do not have to obtain clearance. However, corporations need to request one from the Tax Clearance Unit. The certificate is free.
The normal processing of mailed and fax filings takes 4-7 business days. Walk-in filings have to wait for 1-2 working days. However, the state may also finish the processing of walk-in filings on the same day.
The name of an LLC will be available for use immediately. Meanwhile, the name of a dissolved corporation in Missouri will be safe for a year.
Missouri Business Resources
Missouri Office of Secretary of State
Missouri Corporations Division
PO Box 778
Jefferson City, MO 65102-0778