What is Missouri Corporation Dissolution? |
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A Missouri Corporation is created when the MO Secretary of State approves the Articles of Incorporation.
A record of the Missouri Corporation is added to the list of Corporations which have officially registered with
the Missouri Secretary of State.
Once a Corporation is registered with the Missouri Secretary of State, that Corporation immediately has both reporting and tax
obligations which incur penalties if the obligations are not met by the required deadlines.
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A Missouri Corporation is created when the MO Secretary of State approves the Articles of Incorporation.
A record of the Missouri Corporation is added to the list of Corporations which have officially registered with
the Missouri Secretary of State.
Once a Corporation is registered with the Missouri Secretary of State, that Corporation immediately has both reporting and tax
obligations which incur penalties if the obligations are not met by the required deadlines.
If you've registered a Missouri Corporation with the Missouri Secretary of State and want to cease business activities
you have to let the MO Secretary of State know that you intend to close your company.
Only after the MO Secretary of State has made sure that all of the obligations of the Missouri Corporation have been fulfilled will
the Secretary of State approve of the closure of the company.
When the Missouri Secretary of State approves the closing of a MO Corporation, that Missouri Corporation is said to be
Dissolved.
The process of Dissolving a Missouri Corporation is called Missouri Corporation Dissolution.
Missouri Corporations that have decided to cease doing business are required to file Articles of Dissolution with the MO Secretary of State and, ultimately, a Request for Termination.
The Missouri Corporation is not considered to be legally Dissolved until the MIssouri Secretary of State issues a Certificate of Termination.
After filing the Articles of Dissolution, the MIssouri Corporation undertakes to wind up its affairs.
At the conclusion of the winding up process, the Missouri Corporation should request a Certificate of Termination from the Missouri Secretary of State.
This request will allow the MO Secretary of State to issue a Certificate of Termination, which formally recognizes the conclusion of the Missouri Corporation's legal existence.
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Why do I need to Dissolve a Missouri Corporation? |
As soon as a Missouri Corporation is registered with the MO Secretary of State, that Corporation is responsible for
recurring obligations of the Missouri Secretary of State and the Missouri Department of Revenue.
If the Missouri Corporation does not file reports or pay taxes then that MO Corporation could be responsible for
penalties which go up as time goes by.
Unless you Dissolve your Missouri Corporation with the Missouri Secretary of State that MO Corporation will be responsible for
all recurring fees and penalties.
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What do I have to do to Dissolve a Missouri Corporation? |
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Missouri Corporation Dissolution is one part of a larger process commonly called the "Winding Up" process.
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Missouri Corporation Dissolution is one part of a larger process commonly called the "Winding Up" process.
There are things you need to do before you can request approval of Corporation Dissolution from the Missouri Secretary of State;
and things that you have to do after the MO Secretary of State has approved Dissolution of the Missouri Corporation.
What you have to do both before and after the Missouri Corporation is Dissolved largely depends on how much stock, if any, has been
issued and how much and what kind of debts and liabilities that the Missouri Corporation has.
If the Missouri Corporation has not commenced business then the MO Corporation Dissolution process is easier.
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What do I have to do before I Dissolve a Missouri Corporation? |
Things you need to do before you Dissolve a Missouri Corporation.
1. Hold a Directors meeting and record a resolution to Dissolve the Missouri Corporation
2. Hold a Shareholder meeting to approve Dissolution of the Missouri Corporation
3. File a Articles of Dissolution with the MO Secretary of State
4. File all required Registration Reports with the Missouri Secretary of State
5. File all required tax returns with the Missouri Department of Revenue
6. Clear up any business debt
7. Pay all taxes and administrative fees owed by the Missouri Corporation
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1. Hold a Board of Directors meeting and record a resolution to Dissolve the Missouri Corporation
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If a Board of Directors has been appointed for the Missouri Corporation then the Board is required to adopt a
resolution to Dissolve the MO Corporation.
Minutes of the meeting must be recorded and retained in the business records.
If the Board of Direcrtors has not been appointed then the Incorporator(s) have to apply for Dissolution of the Missouri Corporation.
- We can transcribe and compile minutes or approvals into a form that is legally recognized by the Missouri Secretary of State.
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2. Hold a Shareholder meeting to approve Dissolution of the Missouri Corporation
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If a Missouri Corporation has issued shares of stock then a majority of Corporate Shareholders must approve the Dissolution plan.
The approval actions should be documented and kept in the business records.
If no shares have been issued then the Missouri Corporation Dissolution process is easier.
- If necessary, we can transcribe and compile minutes into a form that is legally recognized by the Missouri Secretary of State.
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3. File a Articles of Dissolution with the MO Secretary of State
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The Statement of Intent to Dissolve must be filed with the Missouri Secretary of State before
initiating the final stages of the Missouri Corporation Dissolution process.
- We can prepare your Articles of Dissolution and file it with the MO Secretary of State.
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4. File all required Registration Reports with the Missouri Secretary of State
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The Missouri Secretary of State will not approve the Dissolution of a MO Corporation until all required
reports have been filed.
- We can file any required Registration Report with the MO Secretary of State.
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5. File all required tax returns with the Missouri Department of Revenue
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The Missouri Secretary of State will not approve the Dissolution of any MO Corporation until that Corporation has
fulfilled all its tax obligations with the Missouri Department of Revenue.
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6. Clear up any business debts
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All creditors of a Missouri Corporation should be given notice of the pending Corporation Dissolution.
Each creditor should be given a mailing address to which they may submit claims as well as a deadline by which claims may
be submitted.
While the Missouri Secretary of State does not legally require the publication of a Notice of Dissolution of a Missouri Corporation, publication is
a good way to notify anyone who might have a claim against the Missouri Corporation.
Evidence of publication might prove useful down the line if someone makes a claim against the MO Corporation after
the Missouri Corporation has been dissolved.
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7. Pay all taxes and administrative fees owed by the Missouri Corporation
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The Missouri Secretary of State will definitely not approve the Dissolution of a Missouri Corporation until all
outstanding taxes and applicable registration and administrative fees have been paid.
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What do I have to do after I Dissolve a Missouri Corporation? |
Things you have to do after you Incorporate in Missouri.
1. Distribute all remaining assets of the Missouri Corporation
2. Close all business bank accounts of the Missouri Corporation
3. Cancel all local business licenses and permits
4. File Form 966 with the IRS
5. Cancel the IRS account associated with the MO Corporation's Federal Tax ID (EIN)
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1. Distribute all remaining assets of the Missouri Corporation
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If the Missouri Corporation has any remaining assets, these may be divided according to the Shareholders' ownership interests
in the MO Corporation.
All distributions to Corporate Shareholders must be reported to the IRS.
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2. Close all business bank accounts of the Missouri Corporation
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If there are any business accounts that have been opened for the Missouri Corporation then those accounts must be closed.
If Corporate business accounts are left open there may be liability and obligations of the Dissolved Missouri Corporation which could
lead to legal problems.
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3. Cancel all local business licenses and permits of the MO Corporation
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If the Missouri Corporation has obtained any state, regional, county or city business licenses or permits, each
of those must be cancelled to avoid any reporting or fiscal obligations of the Missouri Corporation.
This includes business registration licenses as well as reseller permits.
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4. File IRS Form 966
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All Dissolved Missouri Corporations must file IRS Form 966 with the US Internal Revenue Service.
This filing is required within 30 days after the final Dissolution plan is approved.
Filing IRS Form 966 lets the Federal Government know that the Missouri Corporation has been legally Dissolved
so that it may take the appropriate actions.
- We can prepare IRS Form 966 for you to file.
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5. Cancel the IRS account associated with the MO Corporation's Federal Tax ID (EIN)
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A Federal Tax ID, or Federal Employer Identification Number (EIN), is like the Social Security Number for the Missouri Corporation.
Once the IRS links an EIN to a Missouri Corporation, that EIN stays with the Missouri Corporation even after the Company has been Dissolved by the
Missouri Secretary of State.
When the IRS processes the final tax return for the Missouri Corporation, they automatically make the EIN inactive.
However, the account associated with the EIN is not automatically closed.
Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account, or with the IRS, in the future.
If you should decide to revivie the Missouri Corporation down the line the IRS will reactivate the old EIN for your new Business.
Before a Missouri Corporation can close an EIN account, it must be in Good Standing with the IRS.
The Missouri Corporation must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.
The Missouri Corporation cannot close its EIN account until the IRS has received payment for any tax amounts the Company may owe.
- We can prepare the formal documents which you can sign and submit to the IRS in order to close the account
associated with your EIN.
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How long does it take to Dissolve a Missouri Corporation? |
The time it takes to Dissolve a Missouri Corporation varies depending on how long it takes to complete the actions that are
required in each specific case - holding meetings, closing accounts, distributing assets, etc.
Once the initial actions are completed, the Missouri Secretary of State usually takes around 5-8 business days to process the Request for Termination.
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The time it takes to Dissolve a Missouri Corporation varies depending on how long it takes to complete the actions that are
required in each specific case - holding meetings, closing accounts, distributing assets, etc.
The Missouri Secretary of State requires a Tax Clearance Certificate from the MO Department of Revenue before it will aprove the
Dissolution of a Missouri Corporation.
The time it takes the MO Department of Revenue to process a request for a Tax Clearance Certificate depends on the tax status of the
Missouri Corporation.
In some cases it could take 5-6 weeks to get a Tax Clearance Certificate from the Missouri Department of Revenue.
Once the initial actions are completed, the Missouri Secretary of State usually takes around 5-8 business days to process the Request for Termination.
Processing times for Missouri Corporation Dissolution filings vary depending on the work load of the
Secretary of State's staff.
We've found that normal processing of Missouri Dissolution filings takes the state around 5-8 business days.
PLEASE NOTE: WE CANNOT GUARANTEE MISSOURI SECRETARY OF STATE OR MISSOURI DEPARTMENT OF REVENUE PROCESSING TIMES.
We are dependent on, and have no control over, the staff and systems of the Missouri Secretary of State or Missouri Department of Revenue.
In our experience 5-8 business days is the time it usually takes the Missouri
Secretary of State to process a Missouri Dissolution filing.
We get your Missouri Corporation Dissolution filing to the MO Secretary of State ASAP.
Once it is at the state we have no control over the Missouri Dissolution approval process.
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How much does it cost to Dissolve a Corporation in Missouri? |
The total cost to Dissolve a Missouri Corporation varies depending on exactly what is required for each specific
MO Dissolution.
We charge $249.00 plus any state fees for our Missouri Corporation Dissolution services. This includes:
- Same day processing
- Transcribe minutes of Board of Directors meeting which proposes Dissolution
- Transcribe minutes of Shareholders meeting at which Dissolution was approved
- Prepare and file Request for Termination with the Missouri Secretary of State
- Prepare US IRS Form 966 for you to sign and file
- Prepare documents to cancel Federal EIN account
- Certified copy of Dissolution filing from MO Secretary of State
- Priority Mail Delivery of all documents
- Unlimited Customer Support
We also offer these Missouri Corporation Dissolution services separately as explained on the right side of this web page.
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What do I have to do if I want to Dissolve a Foreign Corporation that is tied to a MO Domestic Corporation? |
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If there are Foreign Corporations in states other than Missouri that are tied to the Domestic Missouri Corporation then
each of those Foreign Corporations must be Dissolved before the Missouri Corporation is legally Dissolved.
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Can I revoke Dissolution after it is approved by Missouri? |
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The Dissolution of a Missouri Corporation can be revoked by filing a Statement of Revocation with the Missouri Secretary of State within 120 days of the date on which the Missouri Secretary of State approved the MO Corporation's Dissolution.
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How long before someone can use my Corporation name in Missouri after I Dissolve? |
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A dissolved Missouri Corporation company name cannot be used by another Missouri Corporation or LLC until one year has passed from the date on which the Missouri Secretary of State approved the MO Corporation's Dissolution filing.
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Do I have to publish a Notice of Dissolution of the Missouri Corporation? |
There are no state of Missouri requirements for the publication of a Notice of Dissolution of a Missouri Corporation.
While the Missouri Secretary of State does not legally require the publication of a Notice of Dissolution of a Missouri Corporation,
publication is a good way to notify anyone who might have a claim against the Missouri Corporation.
Evidence of publication might prove useful down the line if someone makes a claim against the MO Corporation after
the Missouri Corporation has been dissolved.
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