How to Dissolve (Close) an LLC in Missouri

If you have a limited liability company (LLC) in Missouri, you may need to shut down the business at some point. Maybe you’ve started another company or decided to relocate to another state — whatever the reason, you’ll need to follow the somewhat complicated LLC dissolution process. 

If done incorrectly, you’ll still be responsible for annual reports and fees and could face additional penalties. But, lucky for you, this handy guide explains how to dissolve an LLC in Missouri. 

Properly shutting down an LLC involves several crucial steps, as detailed below.  

1. Vote for Dissolution

LLC owners, known as members, must vote to dissolve the LLC. Hopefully, you have an operating agreement that details the process. If not, Missouri law requires the written consent of all members or a judicial decree of dissolution at the application of one of the members. Once done, draft a resolution to dissolve the LLC and keep it in your records. 

2. Cancel Business Licenses and Permits

If you were required to get licenses and permits for your business, you’d need to contact the issuing agencies to cancel them so that you’re not charged renewal fees. If you have any outstanding fees, you’ll likely need to pay them before you are allowed to cancel.

3. Notify Creditors

If you owe money to any creditors, you’ll need to notify them in writing of the dissolution and give them detailed instructions on filing any claims for the outstanding debt. In Missouri, claims must be filed by the deadline specified in the notice, which must be at least 90 days from receipt of the notice. 

In Missouri, this must be done before you formally dissolve your LLC with the state.

4. Notify Tax Departments

Notify any relevant tax authorities of the dissolution and pay any outstanding taxes due.

5. Cancel Contracts and Settle Financial Obligations

If you have contracts with vendors, lessors, or any other outstanding financial obligations, you’ll need to ensure all your obligations are fulfilled and all contracts are canceled. 

6. Distribute Assets to Members

If the LLC has any assets remaining in any form after all financial obligations have been settled, they must be distributed to members based on LLC ownership percentages. If the assets are equipment, property, or other non-cash assets, they’ll need to be sold first so distributions can be made in cash. 

7. File the Dissolution Papers with Missouri

In Missouri, you must first file a notice of winding up after the triggering event for dissolution, whether it’s a vote, consent of all members, or a judicial decree.

You can download the form and file it by mail.

The mailing address is:

Corporations Division
PO Box 778 / 600 W. Main St., Rm. 322
Jefferson City, MO 65102

The fee for filing the notice of winding up is $25.

Then, to officially dissolve your LLC after you’ve completed all the dissolution steps is to download the articles of termination form, fill it out, and file it by mail.

The mailing address is the same as above.

The fee for filing the dissolution papers in Missouri is $25.

In Closing

Regardless of the reason, LLC dissolution must be done right to avoid legal issues and financial penalties. Therefore, it’s highly recommended that you employ the services of an attorney to ensure everything is done correctly and all bases are covered.