How to Dissolve an LLC in Missouri?
Wondering how to dissolve an LLC in Missouri? LLC Dissolution is one aspect of a larger process known as the “winding up” process.3 min read
2. After Dissolving a Missouri LLC
3. How Long Does it Take to Dissolve an LLC in Missouri?
Wondering how to dissolve an LLC in Missouri? LLC Dissolution is one aspect of a larger process known as the “winding up” process. Before you can request approval of your LLC's dissolution from the Missouri Secretary of State, you'll need to complete several important steps. After the Secretary of State has approved the dissolution, there are additional steps to complete. The complexity of the process depends on whether the LLC has commenced business operations, and how many debts, assets, and liabilities the LLC has, if any. The dissolution process is easier if the company has not commenced business.
Before Dissolving a Missouri LLC
- Hold an LLC members' meeting and take a vote to dissolve the company - Record the resolution and meeting minutes to retain within business records. If your company doesn't have any members, the organizers must apply for dissolution.
- Submit a notice of winding up with the Missouri Secretary of State - Before moving onto the final steps of the dissolution process, you must file a Statement of Intent to Dissolve.
- Resolve any business debts - All lenders and creditors working with the LLC must be given notice of the pending dissolution, along with a mailing address and deadlines by which claims must be filed. Although Missouri doesn't legally require an LLC to publish a notice of its dissolution, it may be worthwhile to do so, as anyone who might present a claim against the LLC will have adequate notice to make their claim. If someone presents a claim after dissolution has been completed, the publication can stand as evidence that the company has already been dissolved.
- Pay all fees and taxes - Before the Missouri Secretary of State will approve the dissolution of an LLC, all outstanding taxes, registration fees, and administrative fees must be paid in full.
After Dissolving a Missouri LLC
- Distribute remaining assets - If any assets remain within the LLC's holding, divide them according to the ownership interests of the members. The IRS requires the LLC to report any assets distributed to LLC members.
- Close all company bank accounts - If any business accounts have been opened, they must be closed after dissolution. Any business accounts left open might cause liability and obligations for the company, which can potentially lead to legal problems in the future.
- Cancel all applicable business permits and licenses - If your company has acquired any county, city, regional, state permits or licenses, each one must be canceled. This includes business registration licenses and reseller permits. This avoids potential reporting or fiscal obligations.
- Submit IRS Form 966 - The majority of dissolved LLCs in Missouri must file IRS Form 966, which is required within 30 days after the approval of the final dissolution plan. This form informs the federal government that the LLC has been formally dissolved and allows them to take appropriate action.
Cancel the LLC's IRS account connected to its Federal Tax ID (EIN) - The Federal Tax ID, also knows as the Federal Employer Identification Number (EIN) is basically a social security number for a company. The IRS automatically inactivates the company's EIN once they process the final tax return. However, even after the company has been formally dissolved, the IRS maintains the association between the EIN and the company. You must close the associated account altogether to avoid any potential issues down the line.
Should you choose to revive the LLC in the future, the IRS will reactivate the old number.
In addition, the account must be in good standing before the IRS will close it. This means that all required tax forms, applicable fees, and penalties must be paid to the IRS. The account may not be closed before all outstanding payments have been received.
How Long Does it Take to Dissolve an LLC in Missouri?
The time it will take to dissolve an LLC in Missouri depends on the amount of time it takes to complete all necessary actions, such as holding meetings, filing resolutions, closing lender and IRS accounts, and distributing assets.
Once the pre-dissolution actions are completed, the Missouri Secretary of State will process the Articles of Termination. Depending on how busy the Missouri Secretary of State office is at the time of filing, the process usually takes around five to eight business days.
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