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How to Withdraw Your Foreign Missouri LLC or Corporation

 

Missouri Secretary Of State Certificate Of Authority Cancellation Requirements And Instructions

Foreign LLC registered in Missouri:

To withdraw or cancel your foreign Missouri LLC in Missouri, you must provide the completed Articles of Cancelation of a Foreign Limited Liability Company (LLC-8) form to the Missouri Secretary of State by mail, fax or in person. (This form is also referred to as: Application for Certificate of Withdrawal of a Foreign LLC).

Foreign corporation registered in Missouri:

To withdraw or cancel your foreign Missouri Corporation in Missouri, you must provide the completed Application for Certificate of Withdrawal of Foreign Corporation (LLC-8) form to the Missouri Secretary of State by mail or in person. You will also need a Certificate of Tax Clearance from the Missouri Department of Revenue. (That form is included with your corporate Application for Certificate of Withdrawal.)

Mail, deliver or fax your paperwork to:

Corporations Division
PO Box 778 / 600 W Main St., Room 322
Jefferson City, MO 65102
Phone: (537) 751-4153
Toll Free 1-866-223-6535

Fax: (314) 340-7500 (St. Louis Regional Office)
Website: http://www.sos.mo.gov

Foreign Missouri LLC or Corporation FAQ

How much does it cost to withdraw your foreign LLC/Corporation from Missouri?

To cancel your foreign Limited Liability Company in Missouri, there is a $25 filing fee required.

To withdraw your foreign Missouri Corporation a $25 filing fee is required.

Expedited service is not available. In our experience, faxing your documents to one of the regional offices will result in faster processing – while saving you the time and trouble of a personal trip.

Do you need a Missouri Department of Revenue Tax Clearance first?

If you’re withdrawing a foreign LLC, no.

If you’re withdrawing a foreign corporation, yes. You will need a Certificate of Tax Clearance from the Missouri Department of Revenue. The form for requesting a Certificate of Tax Clearance is included with the Application for Certificate of Withdrawal of Foreign Corporation forms.

You may also need to learn more about a Missouri registered agent resignation.

How long does it take the state to process the withdrawal 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.

Expedite 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.

What agency do you need to file the withdrawal with?

Corporations Division
PO Box 778 / 600 W Main St., Room 322
Jefferson City, MO 65102
Phone: (537) 751-4153
Toll Free 1-866-223-6535

Fax: (314) 340-7500 (St. Louis Regional Office)
Website: www.sos.mo.gov

What happens if you don’t file a cancellation and just let your annual report filings go unfiled?

If you do not file your annual report, you will receive a written notice – warning of your pending Administrative Dissolution. Those come by mail, and you must respond to the Missouri Secretary of State within 60 days. If you do not respond to the notice within the 60 days, your corporation may be administratively dissolved. (Refer to Sections 351.484 and 351.486 Revised Statutes – Missouri.)

If you just don’t file an annual report, how long before you lose your Certificate of Good Standing?

It takes roughly 120 days. You have 60 days to avoid becoming administratively dissolved (see above). Then the Missouri Secretary of State will mail a Notice of Determination stating the reason for revoking your Certificate of Good Standing as the annual report was not filed. If you do not respond within sixty (60) days after receipt of the notice of determination, your Certificate of Good Standing to do business in Missouri will be revoked.

Are there any late fees and penalties due in order to reinstate if you didn’t file a withdrawal correctly?

You would have to file (and pay the fees for) any missing annual reports. If your business has been administratively dissolved, there would also be a $50 reinstatement fee. Additionaly, if your business was administratively dissolved, your company name may no longer be available. If that were the case, you would also have to file new articles of amendment for your company and your new “fictitious name,” (and pay all associated fees.)

Corporate Compliance
by Local Corporate Guides®