Dissolving your limited liability corporation is a precise process in Missouri, and it is important to ensure that all the legal measures are sorted out first and that all business operations are concluded.
It doesn’t matter if you intend to dissolve your LLC because you’ve achieved what you desired from it, you ran into financial issues, or you just wish to relocate and merge with a different entity; this article will help you understand how to dissolve an LLC in Missouri.
Step 1: Confirm Your Operating Agreement
Reviewing an LLC’s operating agreement is the first step to take when closing it down. Most LLCs include protocols for dissolution, for instance, LLCs will be required to obtain member approval or can specify the kind of voting that is required. Following the guidelines of this agreement makes the dissolution process a lot smoother and compliant with the law as well.
For the respective LLCs that do not have an operating agreement, you will be required to abide by Missouri Default Law which states that all members must unanimously agree. In order to avoid miscommunication, it is essential to anticipate possible issues and discuss the roadmap for the dissolution procedure in advance.
Step 2: Attaining Member Approval
If the dissolution process specified in your operating agreement stipulates that member approval is required, then a formal meeting should be scheduled to vote on the dissolution. During this meeting, all aspects of the dissolution, including financial obligations, asset distribution, and tax misdemeanors that would require later filings, should be tabled.
Such a decision should be made in writing, as this record may be attached to the particular filing that may require. Maintaining an accurate and transparent record of decisions serves all members with a sense of accountability.
Step 3: Submit Articles of Termination to the Secretary of State of Missouri
To officially dissolve your LLC, you must submit Articles of Termination to the Secretary of State of Missouri. This form allows the state to acknowledge officially that your LLC intends to dissolve. Here’s how to complete this step:
Fill out the Articles of Termination Form: Download from the website of the Secretary of State of Missouri.
Provide Required Information: Fill in the form with details such as the LLC’s name, date of dissolution approval, and other relevant information. Make sure the information matches the details on file with the state to avoid delays.
Paying The Filing Fee: The Articles of Termination filing fee in Missouri is regularly $25. Go to the Secretary of State’s website to find the fee that is current. Payment must be made in approved ways like using a credit card or check depending on how one submits the application.
Submit The Form: Filing online or writing to the appropriate Post Office, or walking to a relevant department gives different windows of processing time. File deadlines should be in mind when submitting by Post Office or hand delivery or even filing the form online.
Step 4: Paying Any Remaining Liabilities
All liabilities such as loans, payments, or contracts your LLC has with third parties, need to be settled before making the LLC closing. This involves the following actions on your part:
- Paying Creditors
- Distributing Remaining Assets
- Ending Inactive Contracts
If these liabilities have not been cleared after the closing of an LLC there will be legal issues concerning those payments. Make a checklist that deals with the planning of getting all outstanding obligations sorted so counters are not missed. If necessary seek the help of a financial planner so that this task is easier.
Step 5: Cancellation of Business Permits and Licenses
Missouri LLCs are required to pay certain fees and business owners are advised to wipe out any permits owned by the LLC like they always hold for the company. It includes:
- Local or state business permits
- Licences specific to a particular industry
- Accreditations or Licenses about a specific applied Profession
This process guarantees that your LLC does not have to obey any rules associated with any of these licenses. These can be canceled with issuing authorities by submitting proper documentation.
Step 6: File Final Tax Returns
Each Missouri LLC has to submit filing a Tax return which would be the last submission for the Internal Revenue Service and also the Tax Department of Missouri. It is crucial to:
- Clear up any debt with local or national tax departments
- Cancel tax accounts for Missouri pertinent to LLC
- If Issued, get a copy of the tax clearance certificate.
The process of closing the company starts with termination and tax compliance is an important segment of this stage. Full payroll, sales, and income tax records should be maintained. Because there are such strict guidelines, it may be more beneficial to address a tax adviser.
Step 7: Notify Other Parties
As you dissolve your LLC, it is critical to notify other people such as:
- Employees
- Vendors and suppliers
- Customers or clients
Contingent to your type of business, providing this notice to these other parties can help avoid misunderstandings and a smooth transition. There is a need to formally draft letters or emails for circulation conveying the dissolution and fine payments or termination of a contract if such a need arises.
Step 8: Retain Records
After the dissolution of the LLC retain the relevant business documents for a period of five to seven years. These Records may comprise of the following:
- Tax filings
- Financial statements
- The Articles of Termination
- Meeting Minutes relating to the dissolution
Such recordkeeping can assist in case there are audits, legal matters, or disputes in the future. Those business documents can be safely kept in a database management system whether as physical records or digital files.
Additional Considerations
Voluntary vs. Involuntary Dissolution: The distinction between these two types of dissolution is important since if an LLC is the instance of reluctant dissolution (e.g. negligence to file annual reports) other steps may be needed for reinstatement or a formal dissolution; Knowing this distinction can assist in resolving whatever outstanding issues as effectively as possible.
Professional Guidance: You may need the assistance of a business attorney or CPA so that every legal angle and financial responsibility to the business’s dissolution is adhered to. They will have ensured you’re saved time through expertise which would otherwise have been wasted by oversight costly errors.
How EasyFiling Can Help
Like all legal entities, an LLC has a definite life span and there comes a moment when the owners or members of it decide to terminate its activity. The procedure is known in legal terms as the dissolution of an LLC. Easyfiling can assist you in these tasks:
- Preparing the articles of organization of Missouri for an LLC and submitting it to the local secretary of state. The submission process is elaborate depending on the nature of your business and requires many technical details.
- Preparing and filing the required federal, state, and local tax returns along with any other applicable regulations about the reassignment of business and/or the cancellation of specified licenses.
- Overseeing and facilitating the process of liquidating assets such as meeting financial liabilities and distributing shares as well as protecting debts.
- Developing a plan for an organization. It includes determining the names and locations of the business entities that shall be used for communication with relevant stakeholders such as customers and suppliers.
When dissolving an LLC and asset liquidating EasyFilling ensures the experience you have is not only direct but concise and simple, saving you time, and with our powerful customer support and transparent pricing you will never be left with any worries.
Book a free consultation today to dissolve an LLC in Missouri.
Frequently Asked Questions (FAQs)
1. In Missouri, How long is the process for the dissolution of an LLC?
The speed at which an LLC is dissolved in Missouri largely boils down to how fast one completes the steps required to fill articles of termination with the Secretary of State. In most cases, electronic submissions are completed in a few business days while mailed forms take a couple of weeks.
2. What can occur if an LLC is not properly dissolved?
If an LLC fails to dissolve properly, there is a likelihood of incurring continued liability, taxes, penalties, and fees. The LLC might still be indicated as having an active status which may lead to legal issues and creditors seeking payments.
3. Are there any requirements for a tax clearance certificate when dissolving an LLC in the state of Missouri?
While dealing with Missouri LLCs, it is advisable to always get in touch with the Missouri Department of Revenue to fully check any tax liabilities as partly owned tax clearance certificates are not typically needed. However, in specific scenarios, such a certificate may be required to clarify whether there are any taxes owed or not.
4. After dissolution, is it possible to restore my LLC?
Normally reinstatement is not possible if your LLC was voluntarily dissolved. But if it was dissolved involuntarily (which in most cases is the failure to submit annual reports), then you may have a chance of restoring it after meeting certain requirements as mandated by the Missouri Secretary of State.
5. Why is EasyFiling so effective while dissolution is necessary?
Easyfiling provides the professional help you need in relation to completing and filing all the necessary documentation such as respecting state laws of Missouri and other procedures in documentation such as tax clearance or license cancellation. With our help, you can dedicate enough time and resources to the dissolution process.
Nabin Adhikari
