What is Missouri LLC Dissolution? |
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A Missouri LLC is created when the MO Secretary of State approves the Articles of Organization.
A record of the Missouri LLC is added to the list of LLCs which have officially registered with
the Missouri Secretary of State.
Once a LLC is registered with the Missouri Secretary of State, that LLC 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 LLC is created when the MO Secretary of State approves the Articles of Organization.
A record of the Missouri LLC is added to the list of LLCs which have officially registered with
the Missouri Secretary of State.
Once a LLC is registered with the Missouri Secretary of State, that LLC 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 LLC 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 LLC 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 LLC, that Missouri LLC is said to be
Dissolved.
The process of Dissolving a Missouri LLC is called Missouri LLC Dissolution.
The state of Missouri does not require Tax Clearance from the MO Department of Revenue before the Missouri LLC is legally Dissolved.
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Why do I need to Dissolve a Missouri LLC? |
As soon as a Missouri LLC is registered with the MO Secretary of State, that LLC is responsible for
recurring obligations of the Missouri Secretary of State and the Missouri Department of Revenue.
If the Missouri LLC does not file reports or pay taxes then that MO Limited Liability Company could be responsible for
penalties which go up as time goes by.
Unless you Dissolve your Missouri LLC with the Missouri Secretary of State that MO Limited Liability Company will be responsible for
all recurring fees and penalties.
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What do I have to do to Dissolve a Missouri LLC? |
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Missouri LLC Dissolution is one part of a larger process commonly called the "Winding Up" process.
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Missouri LLC 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 LLC 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 LLC.
What you have to do both before and after the Missouri LLC is Dissolved largely depends on if the Missouri LLC has commenced business
and how many assets, debts and liabilities, if any, that the MO Limited Liabilty Company has.
If the Missouri LLC has not commenced business then the MO Limited Liability Company Dissolution process is easier.
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What do I have to do before I Dissolve a Missouri LLC? |
Things you need to do before you Dissolve a Missouri LLC.
1. Hold a Members meeting and record a resolution to Dissolve the Missouri LLC
2. File a Notice of Winding Up with the MO Secretary of State
3. Clear up any business debt
4. Pay all taxes and administrative fees owed by the Missouri LLC
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1. Hold a Members meeting and record a resolution to Dissolve the Missouri LLC
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If the Missouri LLC has any Members then a meeting should be held and a vote to Dissolve the Missouri Limited Liability Company taken.
Minutes of the meeting should be recorded and retained in the business records.
If the Missouri LLC does not have any Members then the Organizer(s) have to apply for Dissolution of the Missouri LLC.
- 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. File a Notice of Winding Up 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 LLC Dissolution process.
- We can prepare your Notice of Winding Up and file it with the MO Secretary of State.
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3. Clear up any business debts
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All creditors of a Missouri LLC should be given notice of the pending LLC 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.
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4. Pay all taxes and administrative fees owed by the Missouri LLC
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The Missouri Secretary of State will definitely not approve the Dissolution of a Missouri LLC 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 LLC? |
Things you have to do after you Incorporate in Missouri.
1. Distribute all remaining assets of the Missouri LLC
2. Close all business bank accounts of the Missouri LLC
3. Cancel all local business licenses and permits
4. File Form 966 with the IRS
5. Cancel the IRS account associated with the MO LLC's Federal Tax ID (EIN)
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1. Distribute all remaining assets of the Missouri LLC
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If the Missouri LLC has any remaining assets, these may be divided according to the Members' ownership interests
in the MO Limited Liability Company.
All distributions to LLC Members must be reported to the IRS.
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2. Close all business bank accounts of the Missouri LLC
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If there are any business accounts that have been opened for the Missouri LLC then those accounts must be closed.
If Company Business accounts are left open there may be liability and obligations of the Dissolved Missouri LLC which could
lead to legal problems down the line.
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3. Cancel all local business licenses and permits of the MO LLC
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If the Missouri LLC 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 LLC.
This includes business registration licenses as well as reseller permits.
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4. File IRS Form 966
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Most Dissolved Missouri LLCs must file IRS Form 966 with the US Internal Revenue Service.
If a Missouri LLC is required to file IRS Form 966, the 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 LLC 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 LLC'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 LLC.
Once the IRS links an EIN to a Missouri LLC, that EIN stays with the Missouri LLC even after the Company has been Dissolved by the
Missouri Secretary of State.
When the IRS processes the final tax return for the Missouri LLC, 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 LLC down the line then the IRS will reactivate the old EIN for your new Business.
Before a Missouri LLC can close an EIN account, it must be in Good Standing with the IRS.
The Missouri LLC must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.
The Missouri LLC 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 LLC? |
The time it takes to Dissolve a Missouri LLC 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 Articles of Termination.
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The time it takes to Dissolve a Missouri LLC 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 Articles of Termination.
Processing times for Missouri LLC 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 PROCESSING TIMES.
We are dependent on, and have no control over, the staff and systems of the Missouri Secretary of State .
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 LLC 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 LLC in Missouri? |
The total cost to Dissolve a Missouri LLC varies depending on exactly what is required for each specific
MO Dissolution.
We charge $224.00 plus any state fees for our Missouri LLC Dissolution services. This includes:
- Same day processing
- Transcribe minutes of Members meeting which proposes Dissolution
- Prepare and file Articles of 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 LLC 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 LLC that is tied to a MO Domestic LLC? |
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If there are Foreign LLCs in states other than Missouri that are tied to the Domestic Missouri LLC then
each of those Foreign LLCs must be Dissolved before the Missouri LLC is legally Dissolved.
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How long before someone can use my LLC name in Missouri after I Dissolve? |
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A Missouri LLC company name becomes available for anyone to use when the Missouri LLC is Dissolved by the MIssouri Secretary of State.
There are no LLC company name protections in MIssouri once a MO Corporation has been Dissolved.
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Do I have to publish a Notice of Dissolution of the Missouri LLC? |
There are no state of Missouri requirements for the publication of a Notice of Dissolution of a Missouri LLC.
While the Missouri Secretary of State does not legally require the publication of a Notice of Dissolution of a Missouri LLC, publication is
a good way to notify anyone who might have a claim against the Missouri LLC.
Evidence of publication might prove useful down the line if someone makes a claim against the MO Limited Liability Company after
the Missouri LLC has been dissolved.
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