How to Dissolve an LLC in Missouri? (Everything to Know)

In Missouri, LLCs can be dissolved for voluntary or legal issues that make it difficult or impossible to conduct business in the state.

But no matter why you're considering dissolving your Missouri LLC, some steps must take place before you can do so.

Teaming with our certified LLC experts with over a decade of experience, we researched the Missouri dissolution process to help you understand the go-betweens and avoid potential roadblocks.

This article shares all of the steps you must complete to dissolve your Missouri LLC.

Quick Summary

6 Steps to Dissolve an LLC in Missouri

Before your Missouri LLC is officially dissolved, there are steps you have to take. Unless completed, they can lead to further complications with the paperwork or even legal action.

Step 1 : Vote to Dissolve the LLC

In Missouri, during the dissolution of an LLC, the voting process among its members plays a pivotal role. Typically, the LLC's operating agreement outlines the specific procedure for initiating the dissolution.

This often includes provisions specifying the majority vote required among members to proceed with dissolution.

In our process, all our LLC members convened a formal meeting to vote on the dissolution, and the agreed-upon majority was met for the decision to move forward.

Step 2: Notify Creditors About Your LLC's Dissolution

An LLC in Missouri is required to provide a written notice to all known outstanding creditors, claimants, or other persons who have an interest in the LLC's property that is subject to distribution.

The published business certificate of dissolution is not required to be sent. However, in our case, we sent a business certificate of dissolution, which helped limit our LLC's liability and eased final distribution decisions.

Creditors have four to five months from the date they receive notice or knowledge that an LLC has been dissolved to file any claims against the business' assets.

This period can be extended for up to six months if the creditor can show that it was not reasonably possible to file a claim sooner.

Creditors or claimants who will be potentially filing a claim against the business should receive written notice from their business.

This is done by sending them a letter that includes:

• A description of the information they must include in their claim, along with an explanation if necessary
• The mailing address to which a claim should be sent and the deadline by which the dissolved business must receive the claim
• Their claim will be barred if it is not received by the deadline.

The notice to creditors should also state that any distribution of assets will be made in accordance with the provisions of Missouri law, and, as a result, some claimants may not receive payment in full for their claims.

Step 3: File Final Tax Returns and Obtain Tax Clearance

Ensure that all outstanding state taxes are paid in full. This includes income tax, sales tax, and any other applicable state taxes. Timely payment is essential to obtaining tax clearance.

"Neglecting to address these concerns may lead to the imposition of penalties and interest by state and federal tax authorities. In cases where back taxes are owed to the IRS or state agencies, your LLC may be served with a Notice of Federal Tax Lien or a Notice of State Tax Lien."

-Jon Morgan, Co-Founder & Chief Editor of Venture Smarter

As per Ibis World, employment in Missouri has grown at an annualized rate of 1.6% over the five years to 2023, overperforming the national average of 1.2% [1]. This growth underscores the importance of ensuring all financial affairs, including taxes, are settled properly during dissolution to maintain the state's economic health.

Therefore, to obtain a tax clearance certificate (also known as a Certificate of No Tax Due), submit a written request to the Missouri Department of Revenue.

This request should include your LLC's name, address, Federal Employer Identification Number (FEIN), and details about the dissolution.

We recommend ensuring that all outstanding taxes have been paid before applying for tax clearance.

Step 4: File Articles or Certificate of Dissolution

Missouri law requires you to file Articles of Termination (Notice of Abandonment of Merger or Consolidation of LLC) with the Secretary of State once all of your LLC's remaining property and assets have been properly utilized and disbursed [2].

You can file the Articles either online or by mail. The notice of winding up contains information identical to the Articles of Termination.

The information you need to include in the Articles of Termination is:

• The business name of your LLC
• The date the Articles of Termination are filed
• A statement that the LLC is being dissolved and will terminate on a certain date
• The signature of an authorized individual

In our experience, once we filed the Articles, we sent a copy to each of our LLC's creditors. We also notified our employees of the dissolution and termination of the LLC.

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• Missouri LLC Business Search
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Step 5: Distribute Assets

Upon the formal dissolution of the LLC in Missouri, the remaining assets must undergo distribution among its members. This allocation should adhere to the guidelines outlined in the LLC's operating agreement.

From December 2022 to March 2023, gross job gains from opening and expanding private-sector establishments in Missouri were 159,576, while gross job losses from closing and contracting private-sector establishments were 126,409, the U.S. Bureau of Labor Statistics reported [3].

This statistic highlights the dynamic nature of the business landscape in Missouri and the importance of responsible asset distribution upon dissolution.

Nevertheless, in cases where the agreement lacks specific instructions, state laws will dictate the distribution process.

Typically, asset distribution occurs once all outstanding debts and liabilities have been settled, and it is done proportionally based on each member's ownership percentage.

This step holds significant importance as it guarantees the equitable division of the LLC's remaining worth among its members.

Step 6: Close All Accounts and Cancel Licenses and Permits

To conclude the process of dissolving an LLC in Missouri, it is imperative to finalize the closure of all business-related accounts and terminate any licenses or permits associated with the LLC.

This entails closing bank accounts, credit lines, and any other financial accounts linked to the business. Additionally, the LLC's business licenses and permits should be formally canceled to prevent any lingering obligations or liabilities.

This meticulous closure of accounts and licenses is a critical measure to avoid potential legal or financial complications, signifying the culmination of the dissolution process.

FAQs

References:

1. https://www.ibisworld.com/united-states/economic-profiles/missouri/
2. https://www.sos.mo.gov/CMSImages/Business/corp46.pdf?v=2
3. https://www.bls.gov/regions/mountain-plains/news-release/businessemploymentdynamics_missouri.htm