To dissolve a limited liability company one has to take up a set of required steps. In Mississippi, if you and the members of the LLC want to discontinue business, then it is necessary to dissolve their business legally to avoid any administrative and legal consequences. To dissolve an LLC in Missouri, you are required to submit a complete Article of Dissolution to the Secretary of State. Before submitting the Article of Dissolution, one must follow the operating agreement.
If you have a Missouri LLC (domestic or foreign) you must have an operating agreement. The first step towards the dissolution of Missouri LLC is to follow the operating agreement. There are some points to be noted before proceeding with the official paperwork. At first, make sure all the members of the LLC are agreed to dissolve the business. Once all the members are ready, their consent should be recorded via voting. After casting their vote in favor of the dissolution, the legal process must be started. Here are the steps to address for dissolving Missouri LLC.
On this page, you’ll learn about the following:
- How to Dissolve an LLC in Missouri
- After Dissolving Your LLC
- Reasons Behind Dissolving Missouri LLC
- Missouri LLC Dissolution Review
How to Dissolve an LLC in Missouri
Dissolution of Missouri LLC requires three broad procedural steps. Having a Missouri LLC Operating agreement, close all the tax accounts, and finally submit the Articles of Dissolution form to the Missouri Secretary of State.
Step 1: Follow Your Missouri LLC Operating Agreement
When you have started an LLC as a business entity, then there is an operating agreement that is formed. There are complete details of how the company will function and grow in that operating agreement, which acts as a comprehensive guide. There is also a dissolution process, which is added to your agreement. The common dissolution steps that almost every LLC follows are:-
First of all, the dissolution vote will take place among the LLC members in the dissolution meeting. If the majority is with the YES, then the process goes into legal proceedings.
- All the dissolution votes will be noted down and recorded with the minutes of the meeting or a consent form.
- After that, a formal date for dissolving the LLC will be decided.
- The next step is counting the LLC assets and dividing them among the stakeholders and members accordingly.
- Finally, the creditors of the business are notified, and the debts of the business are settled.
This is a general process. However, it is strongly recommended to seek professional help to avoid any complications when it comes to terminating an LLC.
Get a Professional Agent Service
When it comes to a limited liability company dissolution, it is important to get professional help. The Missouri registered agent will guide you with everything you need to close your limited liability company. While choosing a registered agent make sure they have a physical street address in the state. A professional service provider helps you to file the Article of Dissolution and close your various tax accounts without any hassle. Below are the best LLC services we strongly recommend for you.
Step 2: Close All Tax Accounts
Every action that an official business takes is legally bound to some minimum business taxes. For that, various accounts, especially business entity tax account, are maintained by the state government with the help of various departments. You should consider all the taxes that you have paid for your LLC’s duration and make a list of them.
You must contact all government entities and clear the amount of outstanding taxes due until the date you have decided for dissolution. All the taxes must be paid in advance so that you don’t face any issues in the further process of shutting down your LLC.
Some of the common taxes that limited liability companies have to pay are:
- Unemployment insurance tax
- Employee withholding tax if your LLC has employees.
- If your LLC is engaged in selling taxable goods then they are liable to pay the sales and use tax.
Most of these taxes are normally filed, but some departments require official paperwork, without which it is impossible for the business to close their accounts. Apart from business taxes, federal taxes, personal income taxes, and franchise taxes are to be considered. For the franchise taxes, a franchise tax form is required.
That is why the LLC owner should go through the sales tax guide and hire an accounting service. If you want to do the accounting yourself or make accounting easy, try FreshBooks.
While dissolving the Missouri LLC, the owner does not require to obtain a tax clearance certificate. However, if you have filed federal taxes, then you must go through the final return option on your IRS form.
Step 3: File Articles of Dissolution
There is a list of dissolution documents that you, as an LLC owner, have to file. Once these articles are filed, the legal existence of the LLC will be over. Like a Missouri Articles of Organization, one has to file Missouri LLC Articles of Dissolution. The dissolution procedure and filing the articles of dissolution form is very easy and is discussed below.
- First of all, the LLC owner(s) has to file the Article of Dissolution. There are multiple methods of filing available, such as file by mail, in-person drop, or/and online filing. To get the application form you need to visit the Secretary of State Website of Missouri state.
- You can follow the filing instruction on the official portal so that the steps for dissolution will be easier to complete.
- In that particular SOS website, the LLC owner has to look for the Domestic LLC Articles of Dissolution page.
- If you want to dissolve Missouri Foreign LLC then look for the Foreign LLC Dissolution process.
- There is a form available on this page, which is the article of dissolution you are looking for. You have to download that pdf form and start filling it.
- You must fill in all the important and legal information in the form, so you should be extra careful.
- After filling in all the important information, you must choose the mode of payment you want to use to pay the LLC dissolution filing fees.
- After filling in every detail, one should submit the form through an official mail address and make a payment.
- It takes 3-5 business days after filing of articles of dissolution if you are filing it by mail or in-person.
PO Box 778 / 600 W. Main St., Rm. 322
Jefferson City, MO 65102
Online FIling: Missouri Online LLC Dissolution
Filing Fee: $25
The LLC you owned is dissolved, and you are free from all the liabilities linked with the LLC and its taxes. A copy of both original articles and recorded articles should be submitted in front of the probate judge. Now it’s his call that he accepts your expedited dissolutions or not.
Points to Be Noted When Dissolving Missouri LLC
Apart from these three steps, no major dissolution rules are there in Missouri. However, there are some other tasks one has to keep in mind while dissolving an LLC legally.
There are some purposes of LLC that require some attention even after dissolution, known as winding up. The task of winding up includes.
- For a certain period, the property of a business requires preservation.
- If there is any civil case against the LLC, then the owner needs to finish them.
- Settle all the existing disputes of LLC.
- Transfer all the property of LLC to the names of partners.
- Release all the liabilities that the LLC owes to others.
- Rightful distribution of all the assets among members, according to their percentage of partnerships.
Cost of Dissolving LLC
LLC cost in Missouri includes the formation as well as dissolution fees. To dissolve an LLC in Missouri, LLCs have to file an Article of Dissolution. The filing fee is $25. The details are mentioned on the second page of the article dissolution filing form. Following are the ways to pay for the dissolution,
- You can select a payment pick-up option.
- There is an option of direct account transfer through your prepaid accounts.
- LLC owners can also use their Credit cards, providing their complete details and types. Along with that, an original signature is required to authorize the transaction state will make.
After Dissolving Your LLC
After you formally dissolve your LLC, your business name will not be reserved anymore. Any other business entity will be eligible to use your Missouri LLC name immediately after 120 days of dissolving your LLC. On the other hand, if you have a foreign LLC in other states, then you must comply with the SOS of the state after the dissolution of your LLC in Missouri. A registered agent can help you do the needful.
Reasons Behind Dissolving Missouri LLC
Dissolving a business is not an easy nor difficult task. Yes, it is somewhere in the middle. That happens because the business must go through all legal documents to dissolve. If someone wants to dissolve an LLC in Missouri, they will have to take all forms. If they do it inadequately, they will have to pay the price for it. Here, let’s check the consequences of improper dissolution,
- The company will be required to provide all legal documents that are necessary for an active LLC.
- The reporting of taxes will also be mandatory for the company, no matter what.
- The shareholders will be entitled to the money they get as their profits.
- The assets will still be under the company’s name; hence, they cannot be sold.
Top Businesses in Missouri!
Missouri is a state that is in the United States with more than six million residents. So it is normal for them to want to start an LLC in Missouri or get a job. Most people prefer to have a business of their own, and that is why they look for the best industries and sectors for that. With the help of better research on the industries, the person will be able to start their business effortlessly. Here, check the following and top industries of Missouri!
- Manufacturing industry: The state rests on the shoulders of this industry the most. There are so many things that they manufacture, but aerospace and transport instruments are the main. With the help of this manufacturing job, people not only get the job, but it contributes $34.16 billion to GDP.
- Wholesale trade: As there is a need for the manufactured goods, it is important to trade them. The wholesale trade is making a significant impact on the opportunities that the state gets. It represents the GDP by $18.72 billion and gives the economy the spike it needs. Without the trade of goods, i.e., wholesale or even retail, there is no good business.
- Agriculture and mining: Missouri has been the leading producer of lead, cement, and stone in the United States. And if we talk about agriculture, it has over 100,000 farms which produce all essential and valuable farm products. The agriculture industry of Missouri represents the total GDP with $4.82 billion for the economy.
Missouri LLC Dissolution Review
Time needed: 5 minutes
Here’s a recap of the steps you must follow when dissolving your Missouri LLC. Click on the steps in this list if you want to read the full detail.
- Follow Your Missouri LLC Operating Agreement
Remember that when you started, you created an operating agreement. Use this agreement as a guide in proceeding with the dissolution of your LLC.
- Close All Tax Accounts
Make sure you close all your tax accounts to avoid incurring further costs.
- File Articles of Dissolution
File the article of dissolution to make it known to the state where your LLC operates is that you are indeed no longer in business.
What is the Cost to Dissolve an LLC in Missouri
To dissolve an LLC in Missouri you need to file the Articles of Termination with the Missouri Corporations Division by mail or online for $25.
When starting a business, entrepreneurs often have high hopes, expecting their ventures to thrive in the long run. Unfortunately, things don’t always go as planned. Whether due to unforeseen circumstances, a change in personal circumstances, or simply a lack of profitability, it is not uncommon for business owners to find themselves at the point where dissolving their company becomes the best option. However, like most business undertakings, the process of dissolving a Limited Liability Company (LLC) comes with its fair share of considerations, including costs. In the state of Missouri, there are a number of expenses one should be aware of before deciding to dissolve an LLC.
The first significant cost to consider when dissolving an LLC in Missouri is the filing fee. To begin the dissolution process, a Certificate of Dissolution must be filed with the Secretary of State’s office. This certificate can be filed either online or through the mail, and the filing fee stands at $25 for both options. It is worth noting that this fee is non-refundable, meaning that once the process begins, there is no turning back on this initial cost.
Another expense to be prepared for is the cost of publishing notice. Following the filing of the Certificate of Dissolution, Missouri law requires business owners to notify potential third-party claimants, giving them a chance to make their claims known within 120 days from the publication date. This notice must be published once a week for three consecutive weeks in a newspaper approved by the Secretary of State. Depending on the chosen newspaper, the cost of publication can vary significantly, and it is prudent for business owners to plan accordingly.
Additionally, terminating an LLC may have other financial considerations that are specific to the situation at hand. For instance, if any outstanding business debts or obligations remain unresolved, these will have to be settled before the dissolution can be concluded. Releasing satisfied creditors typically incurs negligible expenses, but complications might arise if the liabilities of the company outweigh its assets. Business owners must take these potential financial obligations into account while budgeting the costs of LLC dissolution.
Lastly, it’s essential to bear in mind that the cost of professional assistance is another factor that can significantly impact the overall expense of dissolving an LLC. Though engaging a lawyer or a certified public accountant is not a legal requirement in Missouri, seeking their guidance can help streamline the process, ensuring all legal steps are followed promptly and accurately. These professionals bill their services either at an hourly rate or as a flat fee, depending on a range of factors such as the complexity of the dissolution and the experience of the hired expert.
When it comes to dissolving an LLC in Missouri, entrepreneurs must be aware that there are several costs associated with the process—ranging from administrative fees to publication costs and potential financial obligations. An accurate estimate of these expenses is crucial for business owners so that they can plan their budgets and make informed decisions regarding the dissolution of their company. With proper understanding and proactive measures, entrepreneurs can set themselves on a path towards a smooth and financially manageable dissolution process.
Yes, in Missouri, there is a fee of $25 to be paid for filing the Articles of Dissolution. Articles of Dissolution must be submitted to the Missouri SOS.
No, there is no requirement of revenue department clearance till the time the SOS of Missouri accepts the dissolution form.
The name will also get deregistered with the dissolution of the LLC. But the name will not be allotted for the next 120 days. After that, if some business wants to name their LLC after the name chosen by you, then it is their choice.
If you have not dissolved your LLC, you are liable for business privilege tax, and if it is not paid on time, you are leveraged with 10% of the amount of tax or $50. After that, the additional penalties will increase by $1 per month. If it goes unpaid for a longer duration, then the chances of seizing your property can also recover the tax.
Yes, if you are dissolving your LLC, you have to pay some amount to the probate judge who was also present during your LLC formation in the probate office. The minimum fee of the judge is $50, which can vary.
Limited liability companies reduce owners’ personal liability. Having an LLC is quite cost-effective. However, if it is required to close down the business, then the dissolution process should be done legally. Get a professional service to get everything done. We hope this article helps you to close your LLC in Missouri. If you have any query do let us know in the comment box.