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How to Dissolve a Missouri LLC

 

How do you dissolve a Missouri Limited Liability Company?

To dissolve your LLC in Missouri, you must first complete (and provide by mail, fax or in person) either a Notice of Abandonment of Merger or Consolidation of Limited Liability Company (Form LLC-2) or a Notice of Winding Up (LLC-13) form, disclosing that a dissolution is in process. The cost to file either one of those notices is $25.

(Refer to Revised Statutes-Missouri: 347.045 – also 347.129 or 347.137)

Upon completing the merger or winding up of your LLC, you must provide the completed Articles of Termination for Limited Liability Company (LLC-5) form to the Missouri Secretary of State by mail, fax or in person.

Missouri Limited Liability Company Dissolution FAQ

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

To dissolve your Limited Liability Company in Missouri (by filing your Articles of Termination for Limited Liability Company (form LLC-5), a $25 filing fee is required. This form calls for the date which you filed either a Notice of Abandonment of Merger or Consolidation of Limited Liability Company or Notice of Winding up, either of which also costs $25

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?

No – to dissolve a Missouri LLC, a Certificate of Tax Clearance from the Missouri Department of Revenue is not required.

How long does it take the State of Missouri to process the filing?

They’ll tell you it takes from 4 to 7 days to process the dissolution of your Missouri LLC if you mail or fax in your paperwork.

In our experience, faxing to a regional office results in quicker processing times.

In-Person Processing is another option: 1-2 working days sometimes same day, plus additional time for return mailing.

Expedite Processing: Not available.

For fastest processing without a personal trip – fax your paperwork to one of the regional offices – see above. 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?

Your business name could be used by another party at any time. Filing or registering a fictitious name for your business does not afford or reserve any exclusive rights to the use of that name. There is no limit to the number of entities which may register the same fictitious name. Under the Fictitious Name Act, there is no name protection for your Missouri LLC. However, you still have to register your LLC name with the Missouri Secretary of State (and of course, pay their fee.)

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

Ultimately, it will depend on the amount of time that passes. If you don’t file your annual reports, the state will dissolve your LLC or corporation (after about 120 days.). If at any time during the next ten years you would like to reinstate a Missouri LLC, there would be a $50 reinstatement fee plus $70 to $90 per year to cover any missed annual filing fees. Once your filings and fees are caught up, it’s as though your Missouri LLC was never dissolved.

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.

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