How to Dissolve a Business in Missouri | Essential Steps

by
Dissolve Missouri LLC

Deciding to dissolve a Limited Liability Company can be difficult for business owners. Still, it is sometimes necessary due to changes in the business landscape, financial challenges, or personal reasons. Dissolving a business requires specific steps and regulations to complete the process correctly and legally. This comprehensive guide will teach you how to dissolve a business in Missouri.

Webinarcare Editorial Team will help you easily dissolve your business. You must be guided by all the factors gathered in this article.

How to Dissolve a Business in Missouri

If you are starting an LLC in Missouri, having an operating agreement is one of the key requirements in dissolving a business. Before starting the legal paperwork, there are a few things to remember. Initially, confirm that all LLC members agree with closing the business. Once everyone is ready, voting should be used to document everyone’s assent. They must vote in favor of the dissolution before the legal procedure may begin. The procedures for the dissolution are listed below.

How to Dissolve a Business in Missouri

Dissolving a business in Missouri requires following specific steps to ensure a smooth and legally compliant process. The process usually includes the following steps:

Step 1: Make the Decision

Before dissolving your business, ensure this decision is right for your Missouri business. Consider discussing the decision with your business partners, members, or legal counsel to weigh the pros and cons and determine if dissolving the business is best.

Step 2: Hold a Formal Vote

Once you’ve decided to dissolve your Missouri business, you’ll need to hold a formal vote among the members to approve the dissolution. This step is important because it ensures that all members know and agree to the decision to dissolve the business.

To hold a formal vote:

  • Review your Missouri Operating Agreement to determine the required voting procedures, such as the percentage of affirmative votes needed for approval.
  • Notify all Missouri members of the upcoming vote and give them sufficient time to review the matter and make an informed decision.
  • Conduct the vote according to the procedures outlined in your operating agreement.
  • Record the vote results in your business meeting minutes or a written resolution.

If most members approve the dissolution, you can proceed with the dissolution process.

Get a Professional Service

It’s important to get legal assistance when dissolving an LLC. With that, you must have a Registered Agent. Ensure that the Registered Agent you choose is qualified and legal since they will file the Article of Dissolution for your LLC. We reviewed the Best Registered Agent Services in Missouri for you to check out.

LLC Service

Rating & Pricing

Top Features

Learn More

#1 Recommendation

$299 Per Year

  • Free LLC Formation

  • RA service in all states

  • Legal consultation

Learn More

$125 Per Year

  • Flat price for RA service

  • LLC formation package

  • Fast service

Learn More

Recommended: Dissolving an LLC can be as crucial as forming one. That’s why aside from hiring a Registered Agent, LegalZoom’s LLC dissolution service is significant since it ensures that your company’s closure is handled efficiently, responsibly, and legally, leaving no room for future liabilities. That’s why we recommend –

– LegalZoom – Starts at $129 + Filing Fees

Step 3: Settle the Outstanding Debts and Liabilities

You must settle all outstanding debts and liabilities before dissolving your Missouri business. This includes paying off loans, settling pending lawsuits, paying owed taxes, and fulfilling any remaining contractual obligations. You can inform your Missouri Business Attorney to ensure it is settled.

To settle your Missouri business’ debts and liabilities:

  • Review your business’ financial records to identify all outstanding debts and liabilities.
  • Contact creditors, lenders, and other parties to whom your business owes money or obligations, and arrange for payment or settlement.
  • If your business does not have sufficient funds or assets to cover all outstanding debts and liabilities, consult with legal counsel to determine the best course of action for settling these obligations.

Recommended: Legalzoom’s Business Attorney empower individuals with a tool that safeguards their future and protects their interests. With seamless accuracy and a commitment to excellence, Legalzoom ensures that legal matters are handled efficiently and effectively.

– LegalZoom – Business Advisory Plan Membership – $39.09/month

Step 4: Distribute the Remaining Assets to Members

Once all debts and liabilities have been settled, you can distribute any remaining assets to the business members. Your operating agreement should do this or, if no such agreement exists, in proportion to each member’s ownership interest in the business.

To distribute assets:

  • Determine the fair market value of the remaining assets, such as real estate, equipment, or inventory. 
  • Calculate each member’s ownership interest in the business based on the operating agreement or their initial capital contribution.
  • Distribute the assets to each member according to their ownership interest.
  • Keep detailed records of all asset distributions for tax and legal purposes.

Step 5: File the Articles of Dissolution

After settling debts and distributing assets, you’ll need to file the Articles of Dissolution with the Missouri Secretary of State to dissolve your Missouri business officially. This document provides the state with notice that your business is ceasing operations and will no longer conduct business.

To file the Articles of Dissolution:

  1. Obtain the appropriate form from the Missouri Secretary of State‘s website. Access the Missouri Secretary of State’s website and navigate to the Corporations Division for the required forms and instructions.
  2. Fill out the Articles of Dissolution Form with the required information, including your Missouri business name, the date of dissolution, and any other necessary details.
  3. Pay the filing fee of $25 in the Missouri Secretary of State’s office.
  4. Submit the completed form and payment to the Missouri Secretary of State’s office, either by mail or online, depending on your Missouri’s filing options.

Once your Articles of Dissolution have been processed and approved, your Missouri business will officially be dissolved.

Mail to: 
Missouri Secretary of State
Corporations Unit, James C. Kirkpatrick State Information Center, P.O. Box 778, Jefferson City, MO 65102

Filling Fee:
$25

Step 6: Notify the IRS and Government Agencies

After dissolving your business with the Missouri Secretary of State, you’ll need to notify the Internal Revenue Service (IRS) and other Missouri government agencies of the dissolution. This is important to ensure your business complies with tax laws and other regulations.

To notify the IRS of the dissolution:

  1. File your final federal tax return using Form 1065 and check the box indicating that it is the final return for your business.
  2. Cancel your Employer Identification Number (EIN) in Missouri by mailing a letter to the IRS at the address where you filed your tax return. Include your EIN, business name, and reason for cancellation in the letter.
  3. Update your Missouri business status with any other relevant government agencies, such as the Missouri Department of Revenue, Department of Labor, and local licensing and permitting offices.

Step 7: Cancel Licenses, Permits, and Insurance Policies

To fully dissolve your Missouri business, you’ll need to cancel any business licenses, permits, and insurance policies associated with your business. This may include Missouri Business Licenses, professional licenses, sales tax permits, and any other permits required for your industry.

You must contact the issuing agency to cancel your licenses and permits and follow their specific cancellation procedures. You should also contact your insurance provider to cancel any remaining business insurance policies. With the cancellation of the mentioned licenses, permits, and Business Insurances in Missouri, you also need to remove a Registered Agent since he won’t be able to continue filing documents for your business unless you are the Registered Agent of your business. 

Step 8: Maintain Records of the Dissolution Process

For legal and tax purposes, it’s important to maintain detailed records of the steps taken to dissolve your Missouri business. This includes documentation of the formal vote to dissolve the business, debt settlements, asset distribution records, and copies of filed state and federal tax returns.

Keep these records for at least seven years, as they may be needed in the event of an IRS audit or other legal issues arising from the dissolution.

Cost of Dissolving an LLC in Missouri

The cost of dissolving an LLC in Missouri can vary based upon various factors. The Missouri Articles of the Dissolution filing fee cost $25. Other costs include any outstanding taxes or debts the business owes and potential costs for settling business contracts or selling business assets.

It’s also important to factor in professional fees, such as if you hire an attorney or accountant to assist with the dissolution process. After the LLC is dissolved, the remaining company assets are divided among the members. The exact breakdown of these costs can often be complex and will depend on the specific circumstances of the LLC, so consulting with a legal or financial advisor can be helpful.

Reasons Why an LLC in Missouri Dissolves

There are numerous reasons why an LLC in Missouri dissolves, and these reasons could impact other LLCs. It is best to understand the why’s and how to deal with it rather than knowing that your LLC may dissolve sooner or later. Here is the list of possible reasons why an LLC dissolves.

  1. Expired Duration: In Missouri, an LLC will automatically dissolve if it reaches the end of its defined duration stated in the Articles of Organization.
  2. Member Vote: An LLC may dissolve in Missouri if the members vote for dissolution. Usually, the LLC Operating Agreement outlines the percentage of member votes required to dissolve the LLC.
  3. Judicial Dissolution: A court in Missouri may order the dissolution of an LLC if it is in the best interests of the members, especially in cases of fraud, illegal activities, or oppressive behavior.
  4. Bankruptcy: If the LLC becomes insolvent and cannot pay its debts, it may be forced into bankruptcy. This usually leads to the dissolution of the LLC.
  5. Non-compliance: If the LLC does not comply with state laws or fails to meet legal requirements, such as filing annual reports or paying taxes, the state may forcibly dissolve the LLC.
  6. Merger or Consolidation: If the LLC in Missouri merges or consolidates with another company and the LLC is not the surviving entity, it will be dissolved.
  7. Death or Withdrawal of a Member: Unless specified otherwise in the Operating Agreement, the death, withdrawal, bankruptcy, or incompetence of a member may cause the LLC to dissolve.

Please note that the process for dissolution typically includes settling all business debts, distributing any remaining assets among the members, and filing a formal notice of dissolution with the Missouri Secretary of State.

After the Missouri LLC Dissolution

Once your Missouri business has been dissolved, it typically cannot be reinstated or “taken back” after a few years. Instead, you would need to form a new LLC in Missouri if you wish to operate a business under a limited liability company structure again.

To create a new Missouri LLC, you would need to follow the standard formation process, which generally includes the following:

  • Choosing a Unique Business Name: Ensure that another business does not already use the name you choose in Missouri and complies with state-specific naming requirements.
  • Appointing a Registered Agent: Designate a Registered Agent who will be responsible for receiving legal correspondence on behalf of your LLC.
  • Filing Articles of Organization: Submit the Articles of Organization with the Missouri Secretary of State’s office, along with the required filing fee.
  • Creating an Operating Agreement: Draft an agreement outlining the rules and regulations governing your new LLC, including member roles, ownership percentages, and management structure.
  • Obtaining Necessary Licenses and Permits: Apply for any required business licenses, permits, and tax registrations with the appropriate state and local authorities.
  • Registering with the Internal Revenue Service (IRS): Obtain an Employer Identification Number (EIN) from the IRS, which will be necessary for tax purposes and other business activities.

Availability of the Business Name

When a business is in Missouri was dissolved, the business name becomes available for other business owners to use after a certain period. However, the specific rules and regulations regarding the availability of a dissolved business name can vary. Keep in mind that even if the name becomes available, other factors, such as trademarks or potential confusion with existing businesses, may still impact the ability of another business owner to use the name.

FAQs

How do I dissolve my Missouri LLC?
Submit articles of dissolution with the Missouri Secretary of State.
How long does it take to dissolve an LLC in Missouri?
It takes 5-10 business days for the Missouri State to process the dissolution.
Are there fees for dissolving a Missouri LLC?
Yes, there is a filing fee for articles of dissolution which cost $25.
Do I need to provide a reason for Missouri LLC dissolution?
No, the state of Missouri doesn’t require a reason while late payment of state fees can possibly play an important role in cancellation, demand letters should be issued.
What if my Missouri LLC has outstanding taxes or debts?
The dissolution cannot be turned down if your business has unpaid taxes or debts, so pay off your remaining obligations to avoid legal troubles.
Can members of the LLC waive the rights to future refunds caused from dissolution in Missouri?
Yes, LLC operating agreements may specify that members agree to forfeit any future LLC refunds initiated post-dissolution.
What if I made a mistake while dissolution of LLC in Missouri due to forget to document how we arranged the distribution of assets?
Hire a lawyer to resolve any uncertainties and potential legal concerns that arise.
Can an authorized signatory for a Missouri LLC dissolve by filing a notice that at least two authorized signatories have approved this action?
Yes, authorized signatories can dissolve by filing the documents with two such members’ approved by the document notarizer.
What happens to our name after the LLC dissolved in Missouri?
Your LLC’s name will automatically be available to be used by other businesses.
Is there an LLC dissolution timeframe for Missouri?
No, If articles of dissolution aren’t represented to develop dissolving LLC owned, the longer Missouri State billors start demands due (by OR correctly, They may charge fees and consequences if not).
Can I revoke the informal dissolution of my Missouri LLC if certain conditions are satisfied or missing?
No, you may not process Missouri LLC revocation if proof
Do you require involved members for production of a misfiled Missouri LLC disclosure document process?
Not need all related members of LLC concerned in failure strike, cancel or advancement.
Would dissolution require that I close my lien of company with the state in Missouri?
Yes, By December 31st MEPS could be generating, which notes which Missouri government websites your business has been presented in.
What happens if abounding security interests recorded meet dissolution proceeds?
Comply with Missouri recording to best manage these circumstances to ensure successful closing, cutting advance customs tax assessments.
What information to submit with articles of dissolution regarding severing contacts processed in Missouri?
Land parent trusts seeking withdrawal can be encountered. Active transparency helps bar higher accounts going to litigation settlement instances.
At which states of charter rules should we be careful while dissolving our Missouri LLC?
Navigate based on Missouri initiative entities to carefully review all substantial logistics with HR representatives before signing agreement in territory records closure.
Is termination in coordination proceedings publicly recorded by notices?
Not levied out via Missouri state dep of financial records public cation; Notification is sent to ex-all (AppG) through full yellowbook termin datatypes.
If we dissolve our Missouri LLC recorded besides Kansas, should we aware of its revenues and fundings?
Yes! As the termination request, review a report of individuals authorized designation benefits throughout to mitigate financial bookkeep procedures while maintaining highest levels of commercial integrity at all points.
What are these vital components to be looked for while terminating a Missouri LLC, possibly involving electrical steps or documented recordings?
Contact registration company requires compliance with all necessary prudency clarification assets withdrawn digitally to circumvanted Missouri operations asset management after recovering all applicable funds.
Can you reserve a name that isn’t canceled if dissolved Missouri entities under a different name?
Whereas filing “inactivating” registered name and beginning with another legal name could render entanglements amicably, it is highly recommended in situations like dissolving or reinstating Missouri against anticipating any lost integration or legal jeopardy.
Is it possible to find assisted help to with dying LLC assets, particularly in Missouri, or does it depend on just general state programs throughout the US?
Comprehensive professionals within Missouri across several practice areas, operating styles, entrepreneurial ethnic specialties, exposure to regulatory impact environments are intelligibly trusted with helping dissolve critically-weighed organs doing LLC dissolution accounts prior to termination notifications notifiable unborne costs asset liability liabilities remain subject to periodic recurring costs after cancellation.
By foreclosure, shall an outlet dissolve its case under superior courtdom in Missouri?
Normally not primarily regulated in such cases with relief encouraged through debt counseling, mentoring or partnering via other worthwhile groups to cover mitigation aids covered by professional services – Using the state to defacle Missouri processes above all responsibilities is traditional alone.
Any legal chances when deleting history in Missouri for your software?
Technically speaking through Missouri legislation, there “may be unintentional illegal conduct” requirements opening doors for security-related concerns and automatic ‘apodosis vollegi’ methods everywhere – considering general tech-law customs and liability settings and indemnifications at present.
What rights does a buyer have in relation to business finance of seller in dissolution agreement, and Titchener Price Blosmathson, PC finds these dissolution proceedings appropriate?
The buyer does normally have a substantial component in the finance arrangement of the seller but contrary factors dealing with standards of transparency such as these should be reviewed with qualified corporate specialists in close proximity to Missouri court rules and procedures including speedy marking depending whether criminal/intellectual property damages (applicable to or relating to partners interests) may arise.
Can resetting revenue overclaims move our Missouri LLC initiated by revocation anytime?
Resetting things which need to be completed, the simple rule-of-law confirms it’s time to obtain capital that seeks to invest corporate expansion options – Letting empowered constituent units reverse overstep revenues entering larger circuits without revocation status flags as moot action causes notable issues or closures.
Should I call or email the state regarding requirements for dissolving my Missouri LLC?
Email is the recommended method of escalation desired for fast decision-making adjudications but phone support may supplement correspondence if necessary.
In case of cash liquidation is subtracted under advanced MOECSS economic planning of Missouri State fee regulations, do these hard benchmarks change while defending their research performance timezones?
This can happen recognizing MOSEMPTOC income trading/processing protocols in times of collapsing environmental economic situations.
How do I dissolve my Missouri LLC business?
You can dissolve your Missouri LLC business by filing Articles of Termination with the Missouri Secretary of State.
What is the fee to dissolve a Missouri LLC?
The fee to dissolve a Missouri LLC is $25.
Can I dissolve my Missouri LLC online?
Yes, you can dissolve your Missouri LLC online through the Secretary of State’s website.
How long does it take to dissolve a Missouri LLC?
Typically, it takes 4-6 weeks for the Missouri Secretary of State to process your Articles of Termination and officially dissolve your LLC.
What taxes are due when I dissolve my Missouri LLC?
You may have to file a final Missouri franchise tax return and pay any outstanding taxes or penalties before dissolving your Missouri LLC.
What happens if I don’t dissolve my Missouri LLC?
If you don’t dissolve your Missouri LLC, you may be responsible for paying annual fees and franchise taxes even if your business is no longer active.
Can I dissolve my Missouri LLC if I have outstanding debt or legal issues?
Yes, you can dissolve your Missouri LLC even with outstanding debt or legal issues. However, you may still be held responsible for these issues after your LLC is dissolved.
What documents do I need to dissolve my Missouri LLC?
You will need to submit Articles of Termination signed by all members of your LLC.
Can I dissolve my Missouri LLC if I still have employees?
Yes, you can dissolve your Missouri LLC even if you still have employees. However, you will need to follow proper steps to terminate their employment and pay them any outstanding wages or benefits.
Do I need to file Articles of Dissolution if I dissolve my Missouri LLC?
No, Missouri law does not require you to file Articles of Dissolution when dissolving your LLC.
How do I notify the state of my Missouri LLC’s dissolution?
By filing Articles of Termination with the Missouri Secretary of State, you will be notifying the state of your LLC’s dissolution.
Will I receive confirmation that my Missouri LLC has been dissolved?
Yes, the Missouri Secretary of State will send a written confirmation of your LLC’s dissolution once it has been processed.
Can I dissolve my Missouri LLC if I have pending lawsuits?
Yes, you can dissolve your Missouri LLC even if you have pending lawsuits. However, you may still be held responsible for these lawsuits after your LLC is dissolved.
Do I need to notify my clients or suppliers if I dissolve my Missouri LLC?
Yes, it is a good idea to notify your clients and suppliers once you have dissolved your Missouri LLC to avoid confusion or future legal issues.
Can I revive my dissolved Missouri LLC if I change my mind?
Yes, you can revive your dissolved Missouri LLC by following proper filing and regulatory procedures.
How do I distribute remaining assets when dissolving my Missouri LLC?
You will need to distribute any remaining assets among LLC members based on their equity ownership.
Can I dissolve my Missouri LLC without the consent of other members?
No, all LLC members must agree to dissolve the company and sign the Articles of Termination.
What happens to my Missouri LLC’s name after it’s dissolved?
Your Missouri LLC’s name will be available for other businesses to use once it’s dissolved.
Can creditors come after me personally after I dissolve my Missouri LLC?
If your Missouri LLC still has outstanding debts, creditors can come after LLC members personally to collect on these debts.
Can I dissolve my Missouri LLC if I have personal liability for company debts?
Yes, you can dissolve your Missouri LLC even if you have personal liability for company debts. However, this liability may not be discharged by the dissolution.
How can I make sure all outstanding issues are resolved before dissolving my Missouri LLC?
You should consult with a qualified business attorney to ensure all outstanding issues are resolved before dissolving your Missouri LLC.
Do I need to notify the IRS when dissolving my Missouri LLC?
If your LLC was taxed as a partnership or S corporation, you will need to file a final federal tax return and notify the IRS of your LLC’s dissolution.
What happens to my Missouri LLC’s debts when it’s dissolved?
Any outstanding debts of your Missouri LLC remain the responsibility of the LLC even after it’s dissolved.
Can I dissolve my Missouri LLC if there are still legal disputes pending?
Yes, you can dissolve your Missouri LLC even if there are legal disputes pending. However, these disputes may still need to be resolved even after your LLC is dissolved.
How do I dissolve my Missouri LLC if I’m the only member?
As the only member of your Missouri LLC, you can dissolve the company by submitting Articles of Termination signed by yourself.
Can I dissolve my Missouri LLC if it’s insolvent?
Yes, you can dissolve your Missouri LLC even if it’s insolvent. However, you may still be held legally liable for outstanding debts or other issues.
Can I dissolve my Missouri LLC if there are still assets in it?
Yes, you can dissolve your Missouri LLC even if there are still assets in it. You will need to distribute any remaining assets among LLC members before finalizing the dissolution.
Can I dissolve my Missouri LLC if another person or entity is suing it?
Yes, you can dissolve your Missouri LLC even if another person or entity is suing it. However, you may still need to resolve this dispute even after the LLC is dissolved.

Also Read

Conclusion

Dissolving Missouri business can be complex and time-consuming, but following the steps outlined in this guide will help ensure a smooth and successful dissolution. By conducting a formal vote, settling debts and liabilities, distributing assets, filing the Articles of Dissolution, notifying government agencies, and canceling business licenses and permits, you can legally dissolve your Missouri business and move forward with the next chapter of your professional life.

Leave a Comment