Not every limited liability company (LLC) lasts forever. In fact, many LLCs in Missouri are only intended to operate for a designated time period. Whatever your reasoning for closing up shop, the state of Missouri has a specific process that all LLCs must go through before they are considered to be officially dissolved.
Which steps are involved in the Missouri LLC dissolution process? Are there different processes for businesses based in Missouri and those expanded from other states? When do you need to dissolve your LLC? We’ll answer all of these questions and more in this article.
How Do You Dissolve a Missouri LLC?
When closing a business registered as an LLC in the state of Missouri, you’ll need to take care to dissolve your business exactly as the state outlines. The most important part of this process is filing the correct paperwork with the relevant legal entities, but this is far from the only vital step.
In addition to filing documentation of your Missouri LLC dissolution, you will need to liquidate the assets of your business, notify all individuals and business entities that have an interest in your company, and resolve any outstanding liabilities with vendors, suppliers, or clients.
There are potentially severe penalties for failing to comply with the Missouri LLC dissolution process, and you as a business owner could be personally responsible for your LLC’s liabilities and debts. Therefore, it’s extremely important that you complete each step outlined in this guide to ensure an effective and compliant dissolution.
As for the question of when you should dissolve your LLC, you should do this as soon as you’re certain you will no longer conduct business through this entity. This gives you an opportunity to close up shop with the knowledge that you’re not transacting any business after you start the dissolution process.
Dissolution for Domestic Missouri LLCs
Is your LLC based in Missouri, and registered as a domestic entity in this state? If so, you’ll start your dissolution process with a document known as the Notice of Winding Up for Limited Liability Company. This form will include some crucial information about your business, so you should fill it out carefully and accurately.
Among the info you’ll need to complete this form is the official business name of your LLC, your LLC’s Missouri business charter number, the date your LLC was originally registered with the state, contact information for individuals or business entities with claims against your LLC, your signature, printed name, and the date, along with an address to return the filed document to.
When you’re finished filling out this form, you will submit it to the Secretary of State via mail, fax, or in person, along with your $25 filing fee. Next, you’ll need to file the Articles of Termination for Limited Liability Company document.
This form requires your LLC’s name, your Missouri business charter number, the date of your LLC’s formation, the reason for dissolving your LLC, the effective date of your dissolution, the date you filed your Notice of Winding Up for Limited Liability Company form, any other information you deem relevant, your signature, printed name, and the date, as well as an address for return mailing. This document can also be submitted by mail, fax, or in person, and the filing fee is $25.
The Missouri Secretary of State accepts online filings for LLC formations and some other documents, but at the time of this writing, they do not offer online filing for dissolution documents. Ordinarily, it takes the state up to seven business days to process your document filings, although if you submit them in person, they can usually process your dissolution in roughly one business day.
But what does this process look like for a business that was formed outside the state and then expanded to Missouri?
Dissolution for Foreign LLCs in Missouri
If you operate a foreign LLC in the state of Missouri, the dissolution process looks quite different than it does for domestic entities. In fact, it’s actually technically called a cancellation rather than a dissolution.
To dissolve a foreign LLC in this state, you’ll first complete the Articles of Cancellation of a Foreign Limited Liability Company document. Much of the information for this form is the same as the info provided for the Articles of Termination, but there are some differences for the foreign version.
This form requires your LLC’s name, your Missouri business charter number, the jurisdiction where you originally formed your business, the name of your LLC in its home state, a mailing address for potential future service of process deliveries, your signature, name, and date, along with an address for return delivery.
Like the domestic versions of this form, the filing fee is $25, and you can file it by mail, fax, or in person. Mailed or faxed filings can take up to seven business days to process, while in-person filings can be processed in as little as one business day.
Involuntary Dissolutions in Missouri
We should also discuss the potential for an LLC to be involuntarily dissolved by the state. There are several reasons this could happen, and most of them revolve around significant mistakes made by the LLC’s ownership group.
For instance, Missouri could involuntarily dissolve your LLC if you fail to file an annual report in a timely fashion or fail to maintain a registered agent for your business.
It’s obviously never advisable to operate your LLC in a way that leads to the state dissolving it against your will. However, the penalties can be even steeper than you might realize. For example, to get your business reinstated, you will need to file an application with the state, obtain a tax clearance letter, catch up on any missing annual reports, and pay any relevant fines and/or fees.
In addition, if you keep operating your business after the state involuntarily dissolves it, you could open yourself up to all sorts of legal issues due to the continued operation of a non-compliant entity. In general, you should be as careful as possible when it comes to following the rules and regulations in this state.
It’s not that the process for dissolving or withdrawing your LLC in Missouri is terribly difficult. However, it is a process that you need to take great care to complete in a compliant fashion, or you could expose your business to a wide variety of potential legal complications and financial penalties. Trust us when we say it’s much smarter and easier to simply follow the directions with care to avoid any issues.
Do you need more information about operating an LLC in Missouri? Take a look at the following resources: