How to Dissolve an LLC in Missouri: A Simple Guide

Closing a business is a big step, but dissolving your Missouri LLC doesn’t have to be a nightmare. There are a handful of legal steps you’ll need to follow so you can protect yourself from future headaches and wrap things up the right way.

To dissolve an LLC in Missouri, you’ll file a Notice of Winding Up and Articles of Termination with the Missouri Secretary of State—after settling business debts and taxes.

Lots of business owners miss crucial steps when closing down, which can cause problems later. You’ll need to vote on dissolution, pay off creditors, distribute any leftover assets, and handle all tax responsibilities before you file anything.

Key Takeaways

• Missouri LLC dissolution means filing both a Notice of Winding Up and Articles of Termination with the Secretary of State.
• Settle all business debts, taxes, and distribute assets before formally dissolving the LLC.
• Stick to your operating agreement’s dissolution steps to protect members from future business liabilities.

Save the Hassle and Get Bizzee to Do It For You

As you can see, there is considerable work in doing a dissolution and in the interests of ensuring it is done correctly, many people use a service like Bizee to do the dissolution. It is quick, easy and comparatively cheap.

Understanding the Legal Requirements to Dissolve an LLC in Missouri

Dissolving a Missouri LLC comes with some legal hoops, and you need to follow them closely if you want to avoid future liabilities. Missouri law lays out what you have to do to wind up your business and officially shut things down.

Reviewing the Missouri LLC Operating Agreement

Your LLC’s operating agreement is the first thing you should check when you’re thinking about dissolving. It usually spells out the steps members agreed to for closing the business.

Most operating agreements cover:

• Voting requirements (often needing everyone’s consent)
• How to distribute assets among members
• Timelines for winding things up
• Each member’s responsibilities during dissolution

If your agreement doesn’t mention dissolution, Missouri’s default rules kick in. These usually require all members to agree and assets to be split equally after debts get paid.

Stick to these procedures to avoid any drama or legal challenges from other members later on.

Complying with Missouri State Laws

Missouri statutes give you specific steps for dissolving your LLC. You have to file Articles of Termination with the Secretary of State to make it official.

Before you can file, you need to:

1. Pay any state taxes you owe
2. File your final tax returns
3. Settle all business debts
4. Distribute what’s left to members

Missouri also wants you to file either Form LLC-2 Notice of Abandonment or a notice of winding up. This lets the state know your business is shutting down.

If you skip these steps, you could end up with extra tax bills or legal messes. The state might even dissolve your LLC for you if you don’t keep up with annual reports.

Members’ Consent and Formal Resolutions

Before you start dissolving, get the green light from your LLC members according to your operating agreement. Missouri law says all members have to agree to dissolve, unless your agreement allows a different voting setup.

Kick off the process with a formal meeting where members:

• Vote on dissolving the LLC
• Record the decision in the minutes
• Write a resolution that clearly says you’re dissolving

This resolution should include:

• The date you plan to dissolve
• Why you’re dissolving
• Who’s in charge of wrapping up the business

Hang on to all these records. They’ll protect you if questions come up later about whether you followed the rules.

Step-by-Step Process for Dissolving an LLC in Missouri

Missouri has a set process for shutting down your LLC. You’ll need to wind up affairs, settle debts, and file the right paperwork with the Secretary of State.

Filing Articles of Dissolution with the Missouri Secretary of State

To make your LLC’s dissolution official, file Articles of Termination with the Secretary of State. Before that, file a notice of winding up to start the process.

The Articles of Termination (LLC-5) ask for:

• Your LLC’s name
• Date you filed the notice of winding up
• A statement that all debts are paid or handled
• A statement that assets are distributed
• Signature from someone authorized

The filing fee is $25. It usually takes 5-10 business days, but you can pay extra to speed things up.

Settling Outstanding Debts and Obligations

Before you file dissolution papers, properly wind up your LLC’s affairs. That means clearing up all debts and obligations.

Here’s what you’ll need to do:

• List out all assets and debts
• Pay any taxes owed to the IRS, Missouri, and local agencies
• Settle up with vendors and service providers
• Wrap up contracts by finishing them or negotiating an end
• Close business accounts like banks and credit lines

Missouri law says you have to pay or provide for all known debts before splitting up assets. If you skip this, members could end up personally liable.

Notifying Creditors and Other Interested Parties

Letting creditors know you’re dissolving is a key step to protect yourself from future claims. Missouri law suggests notifying all known creditors about your LLC’s end.

When you notify, include:

• Your plan to dissolve
• Where to send claims
• The deadline for claims (usually 120 days)
• What info they need to submit a claim

Don’t forget to tell:

• Customers with open orders
• Vendors you work with regularly
• Your insurance company
• Landlords or property managers
• Utilities and service providers

Send these notifications by certified mail and keep the receipts. Hold onto all communication records for at least three years in case someone brings up a claim later.

Managing Tax and Financial Responsibilities After LLC Dissolution

Once you dissolve your Missouri LLC, you still have a few financial loose ends to tie up. Final tax filings, asset distributions, and closing accounts are all part of the process.

Final State and Federal Tax Filings

After dissolving your LLC, file your last tax returns with both the IRS and Missouri. For federal taxes, send in a final Form 1065 (for partnerships) or Form 1120 (for corporations) and check the “final return” box.

Missouri wants a final state income tax return and a tax clearance letter from the Department of Revenue. You’ll need this letter for the termination process with the Secretary of State.

Don’t forget to:

• File your last sales tax return if you collected sales tax
• Cancel tax permits or business licenses
• Submit final employer tax returns if you had staff
• Send out final K-1 forms to members

Hang onto all tax records for at least seven years—just in case.

Distribution of Remaining Assets to Members

Once you’ve paid creditors, split up any remaining assets among LLC members. Use your operating agreement as your guide.

If your agreement doesn’t say how, Missouri law says to:

1. Return capital contributions to members
2. Divide profits and losses by membership percentage

Document all distributions with receipts and records. Each member should sign a form confirming they got their share.

Heads up: Distributions can have tax consequences. It’s smart to check with a tax pro about possible capital gains or other taxes.

Closing Business Bank Accounts

After you’ve paid debts and handed out assets, it’s time to close business bank accounts. Go to the bank with:

• Your Articles of Termination
• Final meeting minutes that show dissolution approval
• ID for everyone who needs to sign

Ask for written proof that your accounts are closed. This helps prevent unauthorized transactions and identity theft.

Also remember to:

• Cancel any company credit cards
• Destroy unused checks and debit cards
• Update or cancel automatic payments and subscriptions
• Download or request copies of your final statements

Keep all banking records for at least seven years, just to cover your bases.

Using an LLC Formation Service

You could handle the LLC dissolution process on your own, but let’s be honest—most business owners just want it done right and fast. That’s where LLC formation services come in handy. The same folks who helped set up your business can usually help close it down, too.

Bizee is one example that assists with Missouri LLC dissolutions. These services usually take care of preparing and filing all the paperwork with the Secretary of State.

Letting a formation service handle things can save you time and cut down on stress. They know the legal requirements and can walk you through the steps so nothing gets missed.

Most services offer packages that include:

• Preparation of dissolution documents
• Filing with the Missouri Secretary of State
• Guidance on tax clearance requirements
• Help with notifications to creditors

Typical Costs: You’ll usually pay between $100 and $300 for dissolution help, plus the Missouri state filing fee of $25.

• Reduces potential errors in filing
• Ensures all legal requirements are met
• Saves time researching dissolution procedures
• Provides peace of mind during business closure

Just keep in mind, even if you hire a service, you’re still responsible for settling debts, distributing assets, and filing those last tax returns. The service mainly handles the paperwork and state filings.

If you’re thinking about hiring help, double-check that they have real experience with Missouri LLC dissolutions. Requirements can change a lot from state to state.