Missouri Dissolution

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.

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.

Missouri Office of Secretary of State
Phone Number:
(573) 751-4153

Address:
Missouri Corporations Division
PO Box 778
Jefferson City, MO 65102-0778