How to Dissolve an LLC in Missouri (2026)
Missouri LLCs close through two Secretary of State filings. You file a winding-up notice first, then the Articles of Termination (Form LLC-5). Each costs $25, for $50 total. Missouri requires neither a notary nor tax clearance.
This guide covers voluntary dissolution. That's when a domestic LLC's own members choose to close it. A foreign LLC instead winds down with a different form. That form is covered in the FAQ below.
Quick Summary
- Get unanimous member consent before filing anything. Missouri's default rule requires every member to agree in writing.
- Notify creditors early and set a firm deadline. Their claims could resurface later if you skip this step.
- Keep the certificate for your bank. Closing accounts and canceling licenses goes faster once you can prove the LLC is officially terminated.
Missouri LLC Dissolution Quick Reference
The table below lists what the Missouri Secretary of State requires. It covers winding up and terminating a domestic LLC voluntarily.
| Detail | Information |
|---|---|
| Form name | Notice of Winding Up (LLC-13) + Articles of Termination (LLC-5) |
| Filing fee | $25 each, $50 total |
| Expedited options | None published |
| Standard processing time | Not published for mailed filings |
| Online portal | Not available for these two forms |
| Mail address | PO Box 778, Jefferson City, MO 65102 |
| In-person address | 600 W. Main St., Rm. 322, Jefferson City, MO 65102 |
| Notarization required | No |
| Tax clearance required | No (Missouri Department of Revenue, close tax accounts with Form 126 instead) |
How to Dissolve an LLC in Missouri: 6 Steps
Six decisions and filings close a Missouri LLC for good. Follow each one in order, and the state marks your LLC as officially done.
Step 1: Vote to Dissolve the LLC
Every member must consent in writing before a Missouri LLC can dissolve [1]. Your operating agreement can set a different rule instead. Check yours first.
Write down the consent. Keep it with your company records. The next form asks for the date your original articles of organization were filed. It does not ask for the date of this vote.
Step 2: Notify Creditors
Every known creditor is entitled to written notice under Missouri law. Give each one at least 90 days to file a claim [2]. Count the 90 days from when your notice takes effect. Say so plainly in the letter.
State what the claim must include. Say where to send it. Miss the deadline, and the claim is barred. This protects members from creditors who show up after assets are gone.
Unknown creditors are handled differently. Publish a notice of winding up once in a newspaper near your LLC's main office, once in a statewide legal publication and once in the Missouri Register.
An unknown creditor loses the right to sue after three years from that publication date. Form LLC-13 already includes this language. Filing it starts the clock.
Step 3: File Final Tax Returns and Close Accounts
A tax clearance certificate isn't required to dissolve an LLC in Missouri. That certificate applies to a different case: a corporation asking to come back after an administrative shutdown. File your LLC's final state tax returns with the Department of Revenue.
Close sales tax and employer withholding accounts with the Missouri Department of Revenue. Submit a Registration Change Request, Form 126, by mail or email.
Step 4: File the Notice of Winding Up and Articles of Termination
File the Notice of Winding Up, Form LLC-13, with the Missouri Secretary of State's Corporations Division, for a $25 filing fee.
File the Articles of Termination, Form LLC-5, for a $25 filing fee. Submit both forms by mail or in person, since Missouri doesn't offer an online filing option for either one.
Form LLC-5 asks for the date you filed the Notice of Winding Up, since it must follow that filing within 90 days, and you can only file it after you distribute the LLC's remaining assets in Step 5 below.
Neither filing needs a notary to be valid. Missouri hasn't set an expedited option or a standard turnaround time for mailed forms.
Step 5: Distribute Remaining Assets
Creditors get paid first, up to what the LLC can cover, when you distribute what's left after winding up [3]. This includes members who are owed money as creditors too.
Members and former members who are owed distributions get paid next. What's left goes to members by the operating agreement, or by ownership share if it's silent. File the Articles of Termination only after this distribution is done, since that filing ends the LLC's existence.
Step 6: Close Accounts and Cancel Licenses and Permits
Close every bank account and credit line tied to the LLC. Do this once you have your certificate of termination in hand.
Cancel local business licenses and permits too. An open one can keep generating fees long after the LLC is gone. If you used a registered agent in Missouri, cancel that service once the termination is filed.
If you start a similar business later, you'll go through the process to start an LLC in Missouri again. For a state-by-state comparison, see how to dissolve an LLC.
FAQs
Do I Need Tax Clearance to Dissolve an LLC in Missouri?
No, you don't need tax clearance to dissolve an LLC in Missouri. Close your state tax accounts with the Department of Revenue instead, as covered in Step 3 above.
How Much Does It Cost to Dissolve an LLC in Missouri?
It costs $50 total to dissolve an LLC in Missouri. See the table above for the fee on each filing.
How Long Does It Take to Dissolve an LLC in Missouri?
See Step 4 above for how long it takes: Missouri hasn't published a standard turnaround for these mailed filings. Build in extra time for delivery and processing.
Does a Foreign LLC Withdraw the Same Way?
No, a foreign LLC doesn't withdraw the same way. Foreign LLCs use Articles of Cancellation (Form LLC-8) instead. That form costs $25 and replaces the two-form process domestic LLCs use.
References:
- https://revisor.mo.gov/main/OneSection.aspx?section=347.137
- https://revisor.mo.gov/main/OneSection.aspx?section=347.141
- https://revisor.mo.gov/main/OneSection.aspx?section=347.139
