To dissolve an LLC in Missouri, you must first submit (and mail, fax, or deliver 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, stating that a dissolution is in progress. Each of the notifications costs $25 to submit.
(Refer to Missouri Revised Statutes: 347.045 – as well as 347.129 or 347.137)
Once the merger or dissolution of your LLC is complete, you must submit the completed Articles of Termination for Limited Liability Company (LLC-5) form to the Missouri Secretary of State through mail, fax, or in person.
Missouri Limited Liability Company Dissolution Frequently Asked Questions
Is there a price associated with dissolving or cancelling a Missouri LLC?
A $25 filing fee is necessary to dissolve your Limited Liability Company in Missouri (by submitting your Articles of Termination for Limited Liability Company (form LLC-5). This form requests the date on which you submitted a Notice of Abandonment of Merger or Consolidation of Limited Liability Company or a Notice of Winding Up, all of which are likewise $25.
Which Missouri agency is responsible for filing these forms?
Corporations Division PO Box 778 / 600 West Main Street, Suite 322 Jefferson City, MO 65102 Phone: (537) 751-4153 Toll Free: 1-866-223-6535
https://www.sos.mo.gov
Offices Regionally:
815 Olive Street, Suite 210 St Louis, MO 63101 (314) 340-7490 Fax: (314) 340-7500
615 E 13th St Kansas City, MO 64106 (816) 889-2925 Fax: (816)-889-2879
There is no expedited service available. Faxing your papers into one of the regional offices, in our experience, results in the quickest processing time and saves you an in-person visit.
Does the Missouri Secretary of State need a Department of Revenue Tax Clearance before accepting your dissolution?
No – a Certificate of Tax Clearance from the Missouri Department of Revenue is not necessary to dissolve a Missouri LLC.
How long does the State of Missouri take to complete the application?
They’ll inform you that if you mail or fax in your documentation, it takes between four and seven days to complete the dissolution of your Missouri LLC.
Faxing to a regional office, in our experience, resulted in faster processing times.
In-Person Processing is an extra option: 1-2 business days, occasionally the same day, plus time for return mailing.
Expedited Processing: This service is not available.
To expedite processing without making a personal visit, fax your documentation to one of the regional offices listed above. Once the update has been completed, you will get a confirmation copy by mail. Additionally, you may print a copy straight from their website.
How long do you think it will be before someone steals your company name?
At any moment, another party may utilise your company name. By filing or registering a fictitious business name, you are not granting or reserving any exclusive rights to use such name. There is no restriction on how many organisations may register the same fake name. Your Missouri LLC is not protected by the Fictitious Name Act. You must, however, register the name of your LLC with the Missouri Secretary of State (and of course, pay their fee.)
What is the punishment for failing to dissolve properly and just failing to submit yearly reports?
Finally, it will rely on the passage of time. If you fail to submit yearly reports, the state has the authority to dissolve your LLC or company (after about 120 days.). If you want to reestablish a Missouri LLC at any point over the following ten years, there will be a $50 reinstatement cost plus $70 to $90 each year to offset any missing yearly filing expenses. Once you’ve caught up on your filings and payments, it’s as if your Missouri LLC was never dissolved.