Are you ready to stop doing business with your Missouri corporation, but you’re not sure how the official dissolution process works?
The state of Missouri requires corporations to file documentation of a dissolution, which can differ depending on a couple of key factors. What are these factors, and what does the dissolution process include? In this guide to dissolving a Missouri corporation, we’ll break down all the relevant details.
If at any point you need help, you can use a service like Incfile or Northwest Registered Agent to handle the process for you.
Rocket Tip: Most company formation services are also able to dissolve your entity for a small fee. They’ll take care of the paperwork so you can move on. Two popular options are LegalZoom and Incfile.
What Does It Mean to Dissolve a Corporation?
In any state, there is a series of steps that needs to be followed in order to properly dissolve a corporation. While this process does vary some from state to state, for the most part it’s necessary to follow this basic plan (unless your corporation has not yet issued shares or started doing business, which we’ll get to shortly):
- Hold a board of directors meeting and formally move to dissolve your corporation. The resolution to dissolve must be agreed upon by a majority of the corporation’s directors. Depending on your corporation’s structure, you may then need to take the vote to your shareholders. Either way, it’s important to take detailed records of this process for your corporate record.
- Fill out and file the necessary forms (listed below) with the Missouri Secretary of State.
- Fulfill all tax obligations with the state of Missouri, as well as with the IRS.
- Cancel any relevant licenses and permits, along with closing your business bank account.
- Notify customers, vendors, and creditors of your dissolution.
Most of these steps are fairly self-explanatory, but where many corporation owners run into some confusion is when it comes to the Articles of Dissolution by Voluntary Action. With that in mind, let’s dive into the details of this step.
How to Dissolve a Missouri Corporation by the Board of Directors
Most corporations must be dissolved by the board of directors, and we discussed the necessity of holding a meeting to reach this resolution in the previous section.
There are technically three documents that must be filed in order to dissolve a corporation in Missouri. First, you must file Articles of Dissolution by Voluntary Action with the Secretary of State. You will need to provide the following information for this form:
- Corporation name
- Charter number
- Date of dissolution authorization
- Number of shareholder votes for/against dissolution OR affirmation that the dissolution was approved by written consent of all of the shareholders
- Effective date of dissolution
- Signature of authorized representative
- Name of applicant
- Return address
Once this document has been filed with the Secretary of State, you will need to file the Request for Tax Clearance with the Department of Revenue. This form requires the following information:
- Missouri tax identification number
- Federal employer identification number
- Charter number
- Tax types
- Business type
- Business address
- Reason(s) for request
- Name and address of authorized representative
- Name, title, contact information, and signature of owner/officer
Finally, once you receive your Certificate of Tax Clearance from the Department of Revenue, you will need to file the Request for Termination.The Request for Termination requires the following information:
- Corporation name
- Charter number
- Date of dissolution filing
- Affirmation that the corporation has disposed of all claims against it pursuant to 351.478 and 351.482
- Affirmation that all remaining assets have been distributed amongst the shareholders
- Effective date of dissolution
- Signature of authorized representative
- Name of applicant
- Return address
While there is no filing fee to obtain your Certificate of Tax Clearance, you will need to pay $25 to file the Articles of Dissolution by Voluntary Action and another $25 for the Request for Termination. All checks should be made payable to the “Secretary of State.”
The Articles of Dissolution by Voluntary Action and the Request for Termination can both be sent to the same address:
Corporations Division
P.O. Box 778 / 600 W. Main Street, Rm. 322
Jefferson City, MO 65102
While the Request for Tax Clearance must be sent to the Department of Revenue here:
Taxation Division
P.O. Box 3666
Jefferson City, MO 65105-3666
Each of these documents generally takes about a week to be processed by the relevant department.
How to Dissolve a Missouri Corporation by the Incorporators
Sometimes, entrepreneurs need to dissolve their corporation before shares are issued or any business is transacted. In this situation, the incorporator will need to take responsibility for dissolving the corporation.
If your corporation has not commenced business or issued shares, you will still need to file three forms, but the process is slightly different. The first document is the Resolution to Dissolve, which requires the following information:
- Corporation name
- Charter number
- Date of incorporation
- Affirmation of at least one of the following:
- No shares have been issued
- The corporation has not commenced business
- Affirmation that no debts remain unpaid
- Affirmation that any remaining assets have been issued to the shareholders
- Affirmation that a majority of the incorporators authorized the dissolution
- Title and signature of authorized representative
You can file your Request for Tax Clearance at the same time as the Resolution to Dissolve. Then, once you receive your Certificate of Tax Clearance from the Department of Revenue, you can file the standard Request for Termination (outlined above).
Both the Resolution to Dissolve and the Request for Termination must be filed with the Secretary of State, and both carry a $25 filing fee. Any checks should be made payable to the “Secretary of State.” The forms can be filed at the same addresses.
Resolution to Dissolve and Request for Termination:
Corporations Division
P.O. Box 778 / 600 W. Main Street, Rm. 322
Jefferson City, MO 65102
Request for Tax Clearance:
Taxation Division
P.O. Box 3666
Jefferson City, MO 65105-3666
Each form generally takes about a week to be processed.
What Else Do I Need to Know About Dissolving a Corporation in Missouri?
The state of Missouri offers automatic name protection for up to one year following a dissolution. This means that nobody else can use your business name until a full year has passed.
There’s also the issue of administrative dissolutions to discuss. This can happen if you fail to file your annual report in a timely manner. If your corporation is administratively dissolved in Missouri, you simply need to pay a $30 late fee within 120 days of the dissolution. Once 120 days has passed, you will need to pay a $50 reinstatement fee, plus $90 per year that you have been dissolved.
Conclusion
The process to dissolve a Missouri corporation is a little more time-consuming than in most states, as you need to make three separate filings with two different departments. However, the forms do not require much information and the filing fees are reasonable.
Either way, it’s crucial that you complete each step discussed in this guide accurately, because you certainly don’t want to run into any issues with the dissolution process.
We hope this guide helped you answer any questions you might have had about dissolving a Missouri corporation!