How Do You Dissolve an LLC in Missouri?

Closing your Missouri limited liability company (LLC) will involve a variety of tasks. Among the most important are what's known as "dissolving and winding up" the business.

This article covers information specific to both dissolving and winding up your Missouri LLC. Key elements of the dissolution procedure are laid out in the following sections of Missouri law: Mo. Rev. Stat. §§ 347.137 and following (2023).

For general step-by-step guidance, see our article on the steps to take to dissolve your LLC.

Dissolving Your LLC in Missouri

Your LLC is registered with the State of Missouri. Officially ending its existence as a state-registered business entity—and by extension, putting it beyond the reach of creditors—begins with a formal process called "dissolution." While an LLC might be involuntarily dissolved by the state or a court, here we're concerned with voluntary dissolution by the LLC owners (called "members").

Dissolving your business refers to the process of voting to end your LLC and filing the appropriate paperwork with your state.

Winding up your business refers to the process of:

• settling your business debts
• liquidating your assets, and
• ending your licenses, permits, registrations, and accounts.

Review Your LLC Articles of Organization and Operating Agreement

To voluntarily dissolve your LLC, you first should look at the company's formational documents:

• the articles of organization, and
• the operating agreement.

In most cases, one of those two documents will contain a section with rules for how to dissolve the company. Typically the rules will require a vote of the LLC members on a resolution to dissolve, and more specifically a requirement that some percentage of members vote in favor of the resolution. For example, your operating agreement might require two-thirds of the LLC members to vote to approve the dissolution for the vote to pass.

Make sure you follow any specific procedural requirements that might be part of the dissolution rules, such as setting a specific time to meet and vote, and giving advance notice to all members regarding the meeting.

Missouri's LLC laws. If your articles of organization or operating agreement don't specify when and how the LLC can be dissolved, you'll need to apply Missouri's default rules for LLCs. Under Missouri law, you can dissolve your LLC with the consent of all LLC members. (Mo. Rev. Stat. § 347.137 (2023).)

Recording your decision to dissolve. For either dissolution approach—relying on rules in formational documents or on unanimous written consent—you should make sure to record the decision to approve the dissolution. You can record this action in the official minutes of the dissolution meeting or on a written consent form.

Note that if you have any legal actions or proceedings filed by or against your business, dissolving your LLC doesn't stop these actions.

Filing Notice of Winding Up With the Missouri Secretary of State

As soon as possible after members take the necessary action to dissolve your LLC, you must file a notice of winding up with the Corporations Division of the Missouri Secretary of State (SOS).

The notice of winding up will contain basic information about your LLC, including:

• its name
• its SOS charter number
• the date the articles of organization were filed; and
• an address where claims against the LLC can be filed.

The notice must be signed by an authorized individual, such as an LLC member or legal representative. As of 2023, there's a $25 fee to file the notice. You'll need to mail your completed notice of winding up and payment to the Corporations Division. The SOS has a notice of winding up form available for download.

Be aware that your business name will become available for use by others once your LLC is dissolved.

Do You Need to Obtain Tax Clearance Before Dissolving Your LLC?

Missouri doesn't require you to obtain tax clearance before dissolving your LLC. However, it's a good idea to file the following tax-related documents as part of dissolving your LLC:

• final business tax returns
• if you have employees, a final Form MO-941 (quarterly withholding return) or other appropriate withholding tax document; and
• if you sell goods, a final sales tax return.

When you file your federal tax return, check the "final return" box on your IRS Form 1065 (if your LLC is classified as a partnership for tax purposes) or IRS Form 1120 (if your LLC is classified as a corporation for tax purposes).

Winding Up Your LLC in Missouri

Following the vote to dissolve your LLC and filing the notice of winding up, the company continues to exist for the purpose of taking care of final matters that, collectively, are known as "winding up" the company. You'll probably designate one or more LLC members or managers to handle the winding up.

Under Missouri's LLC laws, key winding-up tasks include:

• liquidate the business
• collect assets
• pay liabilities and obligations or make adequate provisions for such payment (for example, paying creditors), and
• dispose of property not to be distributed to LLC members.

(Mo. Rev. Stat. § 347.139 (2023).)

Missouri law requires you to take these actions as you wind up your LLC. Moreover, these tasks are natural and important steps in closing your business. Avoiding any of them can put you and your business at risk—financially and legally.

Settling Debts and Distributing Assets

When settling your company's debts and distributing its assets, Missouri law requires you to make payments in a particular order. You're required to distribute your assets in the following order:

1. to creditors (including members who are creditors) to satisfy any debts or liabilities
2. to members and former members for distributions (including for interim distributions and distributions upon a member's withdrawal)
3. to members for the return of their contributions; and
4. to members in proportion to their membership share in distributions.

(Mo. Rev. Stat. §§ 347.101, 347.103, and 347.139 (2023).)

For example, suppose Mountains Management is a Missouri LLC that has three members: Sam, Connie, and Tonya. The three members have equal membership interests and all agree to dissolve the business. No member withdrew from the company before dissolution. After liquidating its assets, the company has $100,000 to distribute. First, the LLC must pay off its creditors. So, the business pays the remaining $10,000 on a loan and $5,000 in taxes, leaving $85,000. Second, each member is owed $5,000 in distributions. Third, the company must pay Tonya back for the $10,000 she contributed to the business when it first started out. Fourth, the LLC can distribute the remaining $60,000 to the members in proportion to their membership shares. Because the members have equal interests, each member will receive $20,000.

While, under Missouri law, you're required to pay (or make arrangements to pay) your creditors first, your operating agreement might provide a different structure or order for the rest of your distributions. For example, your operating agreement might require that when dissolving your LLC, you return members' contributions before you make any interim distributions.

Notifying Creditors of Your LLC's Dissolution

Unlike some other states, Missouri doesn't require LLCs to notify creditors of the company's dissolution. Even though it's not required, you should let creditors know that you're planning on or have dissolved your LLC. In your notice, you should tell your creditors that they should submit any claim against you to a specified address by a specified date.

You should also put a notice of your LLC's dissolution in a local newspaper. Again, while not required, publishing a dissolution notice can help protect you from liability. For example, a creditor probably couldn't argue that you intentionally avoided paying a debt by secretly dissolving your business if you published your dissolution in the newspaper.

Missouri law allows you to dispose of claims against your business as long as you give creditors the proper notice. For example, you must give known creditors a deadline of at least 90 days from when you sent them the written notice and unknown creditors a deadline of at least three years from when you published the notice with the newspaper. You can find the notice requirements in Mo. Rev. Stat. § 347.141 (2023).

Canceling Out-of-State Registrations and Other Licenses and Permits

Is your LLC registered or qualified to do business in other states? If so, you must file separate forms to terminate your right to conduct business in those states. Depending on the states involved, the form might be a:

• termination of registration
• certificate of termination of existence
• application of withdrawal, or
• certificate of surrender of right to transact business.

If you don't file the additional termination forms, you'll continue to be liable for annual report fees and minimum business taxes.

Missouri doesn't require a general business license. But depending on your business and profession, you might be required to have different licenses and permits. You should cancel any licenses, permits, and registrations associated with your business. You might be able to sell or transfer some permits.

You also need to close any bank accounts in your business name. In addition, make sure to end or settle any contractual obligations. You might be able to assign your contract rights and obligations to someone else.

Filing Articles of Termination With the Missouri Secretary of State

When all of the property and assets of your LLC have been properly distributed, you need to cancel your articles of organization by filing articles of termination with the SOS. The articles of termination will contain:

• the name of your LLC
• the date you filed your LLC articles of organization
• your LLC's charter number
• the reason for filing the articles of termination
• the filing date of the articles of termination
• the date the articles of termination become effective—which can't be more than 90 days after you file them with the SOS; and
• any other matters deemed necessary to include.

As with the notice of winding up, the articles of termination must be signed by an authorized individual, such as an LLC member or legal representative. As of 2023, the filing fee is $25. The completed articles and filing fee must be mailed to the Corporations Division. The SOS has an articles of termination form available for download.

Be aware that your business name will become available for use by others once your LLC is dissolved.

Additional Guidance on Dissolving Your LLC

Dissolving and winding up your LLC is only one piece of the process of closing your business. For further general guidance on many of the other steps involved, see our checklist for closing your business and read about what you need to know about closing a business.

If you have further questions or need legal assistance, you should talk to a Missouri business attorney. Many business owners can dissolve their LLCs on their own. But you might want to seek legal help if there are disagreements among members, complicated debt settlement negotiations, or ambiguous contract assignment terms.