Key Takeaways

  • Dissolving an LLC in Missouri involves two main phases: (1) voting and filing to dissolve, and (2) winding up business affairs.
  • You must file both a Notice of Winding Up and Articles of Termination with the Missouri Secretary of State to formally close the LLC.
  • Missouri law requires paying creditors first, then distributing assets to members in a specific statutory order.
  • While Missouri doesn’t require tax clearance before dissolution, filing final state and federal tax returns (and IRS Form 966 if applicable) is essential.
  • Out-of-state registrations, permits, and licenses must also be canceled to avoid ongoing obligations.

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

  1. 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.
  2. 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.
  3. 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.
  4. 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.

Filing the Notice of Winding Up

Once members approve the dissolution, the next step is filing a Notice of Winding Up with the Missouri Secretary of State. This form includes:

  • The LLC’s legal name
  • The Secretary of State charter number
  • The filing date of the Articles of Organization
  • An address for creditors to send claims

As of 2023, the filing fee is $25, and the notice must be signed by an authorized member or representative. This filing notifies the state that the company is beginning the process of closing and also makes your LLC name available for others to use once dissolution is complete.

Review Governing Documents Before Dissolution

Before you begin the dissolution process, review your LLC’s Articles of Organization and Operating Agreement. These documents often outline procedures for dissolution, including the percentage of members required to approve it. For example, your operating agreement may require a two-thirds vote. If your formation documents are silent, Missouri’s default rule requires unanimous consent of all members under Mo. Rev. Stat. § 347.137.Be sure to record the decision in writing, either through official meeting minutes or a unanimous written consent form, as this becomes part of the LLC’s permanent records.

After Dissolving a Missouri LLC

  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.

Filing the Articles of Termination

The final step is filing Articles of Termination with the Missouri Secretary of State. This document must include:

  • LLC name and charter number
  • Date Articles of Organization were filed
  • Reason for termination
  • Effective date of termination (within 90 days of filing)

As with the notice of winding up, the Articles must be signed by an authorized representative, and the filing fee is $25. Once accepted, your LLC ceases to legally exist.

Canceling Registrations, Licenses, and Out-of-State Filings

If your LLC is registered to do business in other states, you must file termination forms in each state, such as a certificate of withdrawal or termination of registration. Failing to do so may leave you liable for annual fees or taxes in that jurisdiction.

Additionally, Missouri LLCs should cancel all business licenses and permits at the state, county, and city levels. Depending on your industry, you may need to notify professional licensing boards or regulatory agencies. Closing all business bank accounts and terminating ongoing contracts is also a critical part of winding up.

Settling Debts and Distributing Assets in Order

Missouri requires LLCs to distribute assets in a legally prescribed order:

  1. To creditors, including members who are creditors, for all debts and liabilities.
  2. To members and former members for prior distributions owed.
  3. To members for capital contributions they made to the business.
  4. To members in proportion to their ownership interests.

Failing to follow this order could expose members to personal liability. For example, if assets are distributed before creditors are paid, creditors may pursue claims against individual members.

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.

Frequently Asked Questions

  1. Do I need unanimous consent to dissolve an LLC in Missouri?
    Yes, unless your operating agreement specifies otherwise. Missouri law requires unanimous member consent if dissolution rules are not outlined in governing documents.
  2. How much does it cost to dissolve an LLC in Missouri?
    Each filing with the Secretary of State costs $25. This includes the Notice of Winding Up and the Articles of Termination.
  3. Does Missouri require tax clearance before dissolution?
    No, but it is strongly recommended that you file final state and federal returns, including Form MO-941 for withholding and IRS Form 1065 or 1120 as applicable.
  4. What happens if I don’t notify creditors of dissolution?
    Missouri doesn’t require notice, but sending written notice and publishing in a local newspaper helps protect against future claims. Creditors typically must respond within 90 days (for known creditors) or three years (for unknown creditors).
  5. Can I revive a dissolved LLC in Missouri?
    In some cases, yes. If you want to reinstate a dissolved LLC, you may need to file new documents with the Secretary of State and ensure all outstanding fees and taxes are paid.

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