There are several reasons for dissolving a corporation. It could be due to bankruptcy, an internal dispute, among other reasons.
Suppose you are a business owner and decide to cease your business’s operation. In that case, there are many things that you have to do before your corporation is officially out of business. You don’t just simply stop and then disappear.
With that said, here are the things you should know when dissolving a corporation in Missouri.
What It Means to Dissolve a Missouri Corporation
There are some steps a business owner must follow to dissolve his corporation. There may be a few differences between the processes in different states, but most of the steps are similar. Despite the variations of the steps in other states, you must follow the steps below.
- The first step in dissolving a corporation is to hold a board meeting with all the board members present. They all must be aware of the initiative to dissolve the corporation.
Despite the initiative, there must still be a resolution in which most of the board members approve to dissolve the corporation. The shareholders may also need to take part in the voting, but that depends on your organization’s structure. This process must be thoroughly recorded and then stored in the corporate record.
- After this, proceed to the Missouri Secretary of State to file a number of forms that will be discussed below.
- Next, you have to complete all of the IRS tax requirements with the State of Missouri.
- After this, all your business licenses and permits must be canceled, and all your business bank accounts must be closed.
- Lastly, concerning your employees, vendors, customers, and everyone who has a connection to the company, notify them of the initiative to dissolve the company.
These steps are easy enough to understand, and you should have no trouble going through with each of them. The only step in this process, which causes the most confusion and is the most complex, is the forms which will be discussed further in the section below.
Dissolving a Missouri Corporation by the Board of Directors
As discussed above, the first step of dissolving a corporation is by holding a meeting and informing all board members of the plan to dissolve the company.
For those corporations in the state of Missouri that have initiated business and have already issued shares, they need to file about three documents. The first is the Article of Dissolution by Voluntary action which is available here. After you have filed this document, you’ll need to request Tax Clearance from the Missouri Department of Revenue. After you have successfully filed the two documents above you’ll file for a Termination request.
When filling up this form, you will need to put in some information for the Articles of Dissolution by Voluntary action. This includes the following:
- the name of your corporation
- the names, addresses, and the positions held by the corporate officers
- the date of the authorization of the dissolution
- the addresses and names of the corporate directors
- the date to which the dissolution was filed
- the date to which the dissolution will be effective
- the signature of the representative authorized by the company.
You’ll need to pay a sum of 25 dollars for the Articles of Dissolution by Voluntary action, and another 25 dollars for the Termination Request. You can write a check that is payable to the Missouri “Secretary of State” for each of the 25 dollars payments. You’ll then send the Articles of Dissolution by Voluntary action, and the Termination Request to the address:
Corporations Division
P.O. Box 778 / 600 W. Main Street, Rm. 322
Jefferson City, MO 65102
Meanwhile, the Tax Clearance request will be sent to the Missouri Department of Revenue with the address:
Taxation Division
P.O. Box 3666
Jefferson City, MO 65105-3666
It usually takes about 5 working days for each of these documents to be processed by the departments involved.
Dissolving a Missouri Corporation by the Incorporators
There are instances wherein a corporation is dissolved before issuing the shares or before any business transaction has ensued. In these cases, it is the incorporator’s responsibility to spearhead the initiative of dissolving the corporation.
For all those corporations in the State of Missouri that have not yet issued shares or had any business transaction, you will also need to file for the three documents; first is the Resolutions to Dissolve which is available here. The other documents are the same as explained above, and the submission is the same as explained above.
Dissolving a Corporation in Missouri: Other Things You Should Know
The state of Missouri offers protection for your business name for up to 1-year after the dissolution of your business.
There are some instances wherein the Missouri state will be the one to initiate dissolution. This is known as administrative dissolution or involuntary dissolution.
This can happen if a corporation or a company refuses or fails to submit its annual reports by the deadline. If you are subjected to involuntary dissolution, you have the option to reinstate your business and pay a late fee of 30 dollars that must be paid within 120 days of dissolving your corporation. If 120 days have passed, you’ll have to pay a reinstatement fee of 50 dollars and 90 dollars for each year your corporation has been dissolved.
Conclusion
Whether you plan on dissolving your corporation, which has already issued shares and has started making business transactions, or a corporation that hasn’t commenced business yet, the process remains the same in the state of Missouri.
The only significant difference is in the form that you need to file. Hopefully, this article has been a great help to you in dissolving your corporation in the State of Missouri.
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