If you are wondering how to dissolve an LLC in Missouri, you must know it is more complex than just ceasing operations and walking away. You need to take several steps to ensure that you avoid any legal or tax issues in the future. This article details these steps, guiding you through the process of dissolving your LLC in Missouri.
Understanding LLC Dissolution in Missouri
LLC dissolution refers to the legal process of officially ending the existence of your limited liability company (LLC). Once your LLC is dissolved, it will no longer be able to conduct business, enter into contracts, or incur liabilities in the state.
To dissolve your LLC, you must follow the state laws and regulations that govern the dissolution process. This process typically involves obtaining the consent of your LLC members, filing the Articles of Dissolution with the Secretary of State, notifying the tax agencies and creditors, settling any outstanding debts and obligations, winding up other business affairs, and distributing the remaining assets among the members.
Completing these steps effectively terminates your LLC and releases you from any future responsibilities or liabilities.
Why Dissolve an LLC in Missouri?
If you are thinking about how to dissolve an LLC in Missouri, there could be several reasons for doing so, such as completing the purpose or project for which you formed the Missouri LLC, starting a new business venture or joining an existing one, facing financial difficulties or legal disputes, losing interest or passion in running the LLC, or having disagreements or conflicts with your co-owners or partners.
By dissolving your LLC, you can put an end to your business entity and free yourself from any future obligations or liabilities.
How to Dissolve an LLC in Missouri in 7 Steps
To dissolve your LLC in Missouri, you need to follow these steps:
1. Review Your LLC’s Operating Agreement
As an LLC, your operating agreement is the document that lays out the rules for your business operations and how it can be dissolved. It may contain specific guidelines for dissolving the LLC, such as the required vote of the members, the notice period, and the distribution of assets. You should follow these rules carefully to prevent any disputes or legal action among the members.
2. Vote to Dissolve an LLC
You need to convene a meeting with all the LLC members (owners) and vote on whether to dissolve the LLC. The voting requirements may vary depending on your operating agreement or state law, but generally, you need a majority or unanimous consent of the members to dissolve the LLC. Record the vote in writing and have all the members sign it.
3. File Articles of Dissolution
Prepare and file Articles of Dissolution with the Missouri Secretary of State. This form officially notifies the state that your LLC is terminating its existence. It provides basic information about your LLC, such as its name, date of formation, date of dissolution, reason for dissolution, and contact information. You can file the form online or by mail, along with a $25 filing fee.
4. Notify Tax Agencies and Pay Remaining Taxes
To wrap up your LLC, fulfill any tax obligations with the federal, state, and local authorities. File your final income tax, sales tax, employment tax, and franchise tax returns, while settling any outstanding dues or requesting refunds for overpayments. You may consult a tax professional to ensure timely and accurate completion of these filings.
5. Inform Creditors and Settle Existing Debt
Notify your creditors and provide them with a deadline and mailing address to submit their claims. You can do this by publishing a notice of dissolution in a newspaper of general circulation in the county where your LLC’s principal office is located or by sending a written notice directly to each creditor. After receiving claims, you’ll need to review and pay valid ones while rejecting any invalid or disputed claims in writing.
6. Wind Up Other Business Affairs
In addition to paying taxes and debts, tie the loose ends before closing your LLC. These include:
- Notify suppliers and customers: Inform them that your LLC is dissolving and terminate any contracts or agreements that you have with them.
- Cancel business licenses and permits: Contact the agencies that issued any business licenses or permits for your LLC and cancel or transfer them to another entity.
- Handle employee matters: Pay any wages, benefits, or severance payments that you owe to your employees and file any required reports with the state labor department.
- Close company bank accounts: Withdraw any funds from your LLC’s bank accounts and close them.
7. Distribute Remaining Assets
After fulfilling all obligations and liabilities, distribute remaining assets and profits among LLC members according to their ownership shares or as agreed upon in the operating agreement. Keep records of these distributions for tax purposes.
How Much Does It Cost to Dissolve an LLC in Missouri?
The cost of dissolving an LLC in Missouri depends on the size and complexity of your business, the number and nature of your creditors, and the method and speed of filing. However, some of the expected costs that you may incur are:
- Filing fee for Articles of Dissolution: $25
- Publication fee for notice of dissolution: Varies by newspaper
- Tax preparation and filing fees: Varies by tax professional
- Legal fees: Varies by attorney
- Other fees: May include fees for canceling licenses, permits, contracts, subscriptions, etc.
You can pay the filing fees online by credit card or e-check.
Should I Dissolve My LLC Myself or Hire an LLC Dissolution Service in Missouri?
Dissolving an LLC in Missouri can be time-consuming and tedious, requiring attention to detail and compliance with various laws and regulations. If you are confident and comfortable in handling the dissolution process, you can save money and learn more about your business.
However, if you are unsure or overwhelmed by the dissolution process, you may consider hiring a professional service that can assist you with the same. One such service is doola, a platform that helps entrepreneurs start, run, and grow their businesses. doola can also help you dissolve your LLC in Missouri quickly and easily.
Let doola Help You Dissolve Your LLC in Missouri
If you’re searching for a trustworthy LLC dissolution service in Missouri, doola is at your service. Our simple three-step process makes dissolving your LLC a breeze. doola will gather some basic information from you, prepare and file the Articles of Dissolution and other necessary documents, and then notify you once the dissolution process is complete.
With doola, you can have peace of mind knowing that seasoned professionals are taking care of everything related to your LLC dissolution. When you’re ready to dissolve your LLC in Missouri, contact doola.
How long does it take to dissolve an LLC in Missouri?
The time it takes to dissolve an LLC in Missouri depends on how quickly you complete the steps and how fast the state processes your filings. Generally, it may take anywhere from a few weeks to a few months to dissolve an LLC in Missouri.
Can I dissolve my LLC without notifying my members in Missouri?
No, you cannot dissolve your LLC without notifying your members in Missouri. You need to obtain their consent and approval before dissolving your LLC. The voting requirements may vary depending on your operating agreement or state law.
Can I dissolve my LLC if I have pending lawsuits in Missouri?
Yes, you can dissolve your LLC if you have pending lawsuits in Missouri. However, dissolving your LLC does not automatically dismiss or resolve any lawsuits against your LLC. You still need to deal with them and pay any judgments or settlements that may result from them.
Can I cancel my EIN once my LLC is dissolved in Missouri?
No, you cannot cancel your EIN once your LLC is dissolved in Missouri. Your EIN is a permanent identification number that the IRS assigns to your business entity. You cannot cancel or reuse it for another business entity. However, you can close your business account with the IRS by filing a final tax return for your LLC.
What happens if I don’t properly dissolve my LLC in Missouri?
If you fail to dissolve your LLC in Missouri properly, you can be held responsible for any debts, obligations, taxes, or lawsuits that may arise and may need to file taxes.
Can I reopen a dissolved LLC in Missouri?
Yes, you can reopen a dissolved LLC in Missouri, but you will need to follow the proper procedures for reinstatement and may need to pay additional fees.