How to Dissolve a Missouri Corporation

How do you dissolve a Missouri Corporation?

Corporations that decide to cease doing business are required to file the Resolution to Dissolve (form Corp. 57) and, ultimately, aRequest for Termination (form Corp.47). After filing the resolution to dissolve, the corporation undertakes to wind up its affairs. At the conclusion of this process, the corporation should file the Request for Termination. The corporation is not considered to cease to exist until the Secretary of State issues a certificate of termination.

Is there a filing fee to dissolve or cancel a Missouri Corporation?

To dissolve your Missouri Corporation a $25 filing fee is required for the Resolution to Dissolve Affidavit. To file your Request for Termination form, an additional fee of $25 is required, (along with your Certificate of Tax Clearance from the Missouri Department of Revenue.)

How do I apply for a tax clearance?

Complete a Request For Tax Clearance form (it’s included with your Request for Termination) and submit it to the Missouri Department of Revenue’s Tax Clearance Unit.

There is no charge for this.

Once the form is completed and signed by a corporate officer it can be mailed or faxed to the tax clearance unit. If a request is faxed, it is not necessary to send the original.

You will need to have this before you file your Request for Termination.

What Missouri agency do you have to file these forms with?

Corporations Division
PO Box 778 / 600 W. Main St., Rm. 322
Jefferson City, MO 65102
Phone: (537) 751-4153
Toll Free 1-866-223-6535
Website: http://www.sos.mo.gov

Regional Offices:

St. Louis
U.S. Customs House & Old Post Office Building
815 Olive Street, Suite 210
St Louis, MO 63101
(314) 340-7490
Fax: (314) 340-7500

Kansas City
State Office Bldg Ste 513
615 E 13th St
Kansas City, MO 64106
(816) 889-2925
Fax: (816)-889-2879

Expedited service is not available. In our experience, faxing your paperwork into one of the regional offices results in the fastest processing time and saves you an in-person trip.

Do you need a Department of Revenue Tax Clearance before the Missouri Secretary of State will accept your dissolution?

Yes, however, the Resolution to Dissolve Affidavit doesn’t call for a Dept. of Rev. – Tax Clearance form. Eventually, you’ll need to file a Request for Termination form which does require a Certificate of Tax Clearance from the Missouri Department of Revenue that is no more than 60 days old.

If you file your Resolution to Dissolve Affidavit and apply for your Certificate of Tax Clearance at the same time, you should have your tax clearance when you’re ready to file your Request for Termination.

How long does it take the state to process the filing?

Normal Processing: 4-7 working days, plus additional time for return mailing.
Fax Processing: 4-7 working days, plus additional time for return mailing. (In our experience, faxing to a regional office results in quicker processing times.)
In-Person Processing: 1-2 working days sometimes same day, plus additional time for return mailing.
Expedited Processing: Not available, for fastest processing without a personal trip – fax your paperwork to one of the regional offices – see below.

Once processed, you will receive a confirmation copy of the change by mail. You will also be able to print a copy directly from their website.

How long before someone can take your business name?

A dissolved Missouri corporation’s corporate name cannot be used by another entity until one year has passed from the date of dissolution. For more information, see Sections 351.462 – 351.483 Revised Statutes-Missouri.

What is the penalty if you do not dissolve properly and just don’t file your annual reports?

There will be an annual report late fee of $30 if you file within one hundred twenty (120) days of its administrative dissolution effective date.

If at any time during the next ten years you would like to reinstate your Missouri Corporation, there would be a $50 reinstatement fee plus $90 per year to cover filing all missing annual reports and other filing fees.

If you’d like help establishing another company, you may find our incorporation filing service and registered agent service helpful. We provide all the forms and filing instructions you may need in your online account, or you can just hire us to do the filing for you.

If you’d like help establishing another company, you may find our incorporation filing service and Missouri registered agent service helpful.  We provide all the forms and filing instructions you may need in your online account, or you can just hire us to do the filing for you.