There are many reasons to change the trajectory of your business from “full steam ahead” to “let’s go in a different direction.” Shifting industries, economic downturns, new opportunities, or just retirement, are all great reasons to move on to something new. 

Whatever your reason for dissolving your Missouri business, it’s important to go through the correct channels. There were specific procedures you had to follow to form your Missouri business. Similarly, there are specific procedures to dissolve it. 

If you fail to properly dissolve your Missouri business, you’ll still be responsible for all administrative requirements as if the business was functioning. This includes annual reports, fees, taxes, and more. You could face fines, penalties, and even personal liability for failing to dissolve a Missouri business properly. Both the formation and dissolution processes are done through the Missouri Secretary of State. 

If you’ve already decided to start a new Missouri business, we make it easy with our Missouri business formation services. Whether it’s an LLC or corporation, we’ve got you covered with our Missouri LLC Formation Service and Missouri Corporation Formation Service.  

Before dissolving your Missouri business

In an effort to provide the best service possible, we have to get something off our chest. Doing the work to stay organized at all phases of your business is going to make your Missouri business dissolution much easier. There’s a lot of information gathering involved in dissolving a business. If you’re still in the early stages of considering dissolution, or you’re preparing for your next business venture, check out some of the services and tools we provide to help you stay organized. If you’re already at the point of dissolution, here’s what you need to know about how to dissolve a Missouri business. 

Step 1: Establish a valuation of your Missouri business

“Know your value,” is more than just an inspirational saying. Knowing your value can help ensure that you’re able to balance the books as you look to dissolve your Missouri business. Real estate, product inventory, manufacturing and service equipment, office supplies, furnishings, computers, and other assets should all be taken into consideration. And don’t forget about third-party contracts and taxes. Consider using a professional to assist with valuation if you are unsure how to do so yourself. 

In the best-case scenario, you’ll find that your assets are larger than your debts. You need to know the value of your company. This information helps you understand what steps need to be taken to ensure you can cover all outstanding payments and what to do with anything left over. 

Our Worry-Free Compliance Service and easy-to-use dashboard can help keep these documents organized and ready when you need them. 

Step 2: Compile a full account of your Missouri business’s debts 

Unfortunately, dissolving your Missouri business won’t make your debts dissolve. If you have serious concerns about your company’s ability to meet financial obligations, you may want to seek professional financial and legal advice. 

It’s important to know who you owe money to and how much. Allocate your assets appropriately. If your business fails to pay debts, there may be legal repercussions. Generally, business entities provide a level of protection for owners and investors. If a lawsuit is filed, the court may choose to pierce the corporate veil, meaning that individuals may be held personally liable for the business’s debt.

Step 3: Identify Missouri’s official dissolution document

As you look through the Secretary of State website to determine how to dissolve a Missouri business, you’ll see that it’s actually a two-step process when it comes to filing. The state wants to know when you start the dissolution process and when you finish. 

  • Corporation: File Articles of Dissolution by Voluntary Action followed by a Request for Termination once the dissolution is complete. If your corporation decides to dissolve prior to issuing shares, you’ll first need to file a Resolution to Dissolve. 
  • Limited liability company: File a Notice of Winding Up for Limited Liability Company followed by Articles of Termination once the dissolution is complete. 

You can file all of these documents online, via mail, or in person. The standard processing time is five to eight business days. 

Step 4: Follow instructions in your Missouri business’s operating document

Operating documents aren’t required by the Secretary of State, but they can be a crucial element to making sure your business runs smoothly. Each type of business has a different operating document to guide the inner workings of the business.

  • Corporations: bylaws
  • Limited liability companies: operating agreements

These documents serve to detail all the things that essentially make your business run including member and investor roles, conflicts of interest, distribution of profits and losses, transfers of ownership or stock, and exit strategy and procedure. If you don’t have an operating document, your business will follow state regulations. No matter what provisions exist in your operating document, dissolving a Missouri business still requires paperwork to be filed with the Secretary of State. 

Having a governing document that fits the needs of your business is valuable throughout all stages of your business from start to finish. If you have an LLC, our operating agreement template template can help you make sure your bases are covered. 

Step 5: Cancel your Missouri business’s permits, licenses, and registrations

Just like that streaming subscription you’ve been meaning to cancel for months, business permits, licenses, and registrations may also bill automatically. Make sure to cancel all of these before you dissolve your business and forget about them. Depending on what they are, you could find yourself paying for things that you don’t need, just like that extra channel that you never watch. 

Don’t leave any loose ends. Follow all state and federal guidelines for paying employees and terminating employment benefits when you dissolve your Missouri business. File all final tax returns and cancel your employer identification number with the IRS. We can help you get a new EIN if you ever decide to open a new business. 

Step 7: File a Request for Termination or Articles of Termination for your Missouri business

After the winding-up process is complete and you‘ve taken care of all company business, it’s time to file your final dissolution document with the Missouri Secretary of State. 

Once the final documents are filed and processed, the company name becomes available to be used by someone else. Changing your mind within 120 days of dissolving your Missouri business doesn’t mean all is lost. You can file a Revocation of Dissolution by Voluntary Action to reinstate your corporation.

We are here to help you through all phases of your Missouri business

Starting and running your own Missouri business is often a tough but rewarding experience. From formation to dissolution, we have tools and services to help keep your business compliant and help give it the best chance to succeed. Running a business is hard enough without having to keep tabs on every document that’s due and how to file it. Let us help. 

Dissolution FAQs

  • Obtain approval from business members or shareholders and file paperwork to notify the Secretary of State that you intend to dissolve your Missouri business. Fulfill all remaining business obligations and file final paperwork with the state.

  • State filing fees are subject to change. Check with the Missouri Secretary of State for the current fee schedule.

  • Standard processing takes five to eight business days.

  • Deliver written notice to the Missouri Attorney General before delivering a Notice of Dissolution to the Secretary of State. The notice to the Attorney General must include a plan for dissolution.

Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.

zenbusiness logo

Written by Team ZenBusiness

Form Your New Missouri Business!