How to Dissolve a Business in Missouri: A 2026 Guide

How to dissolve your Missouri business

There are five main steps required to dissolve your Missouri LLC or corporation. The entire process with the Secretary of State can be handled online through the business portal. 

Step 1: Approve the dissolution internally

Before you file a single form with the Missouri Secretary of State, you need documented approval from the right people inside your business. Skipping this step is one of the most common reasons dissolution filings are later challenged.

For LLCs, members make the decision to dissolve. 

1. Check your operating agreement. It may set a different voting requirement for dissolution. If you don't have a written operating agreement, Missouri's default rule of unanimous consent applies.
2. Hold a member vote or obtain written consent. Missouri law allows members to act without a formal meeting, as long as consent is documented in writing. In a single-member LLC, your written resolution is sufficient.
3. Record the vote in writing. Draft a short resolution or written consent document stating the date of the vote, the names of members who voted, and the outcome. This document doesn't get filed with the state, but should be kept in your business records.

If you own a corporation, the internal approval process involves two steps:

1. The board of directors adopts a dissolution resolution, voted on at a board meeting or by written consent, and documented in the corporate minutes.
2. The shareholders vote to approve dissolution. The standard path requires shareholder approval following the board resolution, but a corporation may dissolve by the written consent of all shareholders entitled to vote, bypassing the meeting requirement entirely.

Document both steps in your corporate records. The articles of dissolution require a corporate officer to certify that the required approvals were obtained.

Regardless of entity type, your signed written consent or meeting minutes must clearly show:

• The date the vote was taken
• The names and roles of everyone who approved
• A statement that the business voted to dissolve
• Any conditions attached to the dissolution

With internal approval documented, the business enters the winding-up period.

Step 2: Wind up business affairs

Once your members or shareholders vote to dissolve, you need to file your first form with the Secretary of State. 

• LLCs file Form LLC-13: Notice of Winding Up
• Corporations file Corp 64: Articles of Dissolution by Voluntary Action

These filings trigger the wind-up period. During this period, your business should only continue operating to the extent of settling financial obligations, collecting what the business is owed, and distributing whatever remains before the entity legally ends.

1. Stop new business activity. The business must stop conducting business except as needed for winding up.
2. Complete or close pending contracts. Finish contracted work, negotiate early termination, or assign contracts to another party.
3. Collect receivables. Pursue money owed to the business before the entity terminates. Collection of outstanding debts becomes significantly harder once the entity ceases to exist.
4. Pay liabilities and settle debts. Pay, satisfy, or discharge all liabilities and obligations, or make adequate provisions for doing so.
5. Cancel business licenses, permits, and registrations. These do not cancel automatically when the state processes your dissolution filing.

Step 3: Notify creditors

Each written notice to known creditors must:

• Describe what information the claim must include
• Provide a mailing address where the claim should be sent
• State the deadline by which the dissolved business must receive the claim
• State that the claim will be barred if not received by the deadline

For LLCs, the deadline must be at least 90 days from the effective date of the written notice. For corporations, the notice must be delivered via USPS and set a deadline of at least 180 days. 

To shorten the window for unknown or contingent claims, LLCs and corporations may publish notice.

• LLCs should publish once in a newspaper of general circulation in the county of the LLC's principal office and once in a statewide legal-audience publication as well as once in the Missouri Register. If done properly along with the notice of winding up, claims by unknown claimants, claimants not acted on, and contingent claimants are barred unless filed within three years.
• Corporations should publish once in a newspaper of general circulation in the county of the corporation's principal office and once in a statewide legal-audience publication (specifically one whose audience is primarily attorneys, published at least four times per year). Properly published, this bars unknown claims after two years.

Keep copies of every creditor notice you send, along with proof of delivery.

Step 4: Close tax accounts

Filing dissolution papers with the Missouri Secretary of State does not close your tax accounts. These are separate processes handled by separate agencies, and both must happen.

1. File your final Missouri state tax returns. File income tax, sales tax, and employment tax. Mark each return as "final."
2. Resolve all outstanding balances. Missouri will not close your accounts if there are unpaid balances or unfiled returns on record.
3. Complete Form 126: Registration Change Request to close Missouri tax accounts. This form covers sales and use, employer withholding, corporate income or franchise tax, and exemption registration records. Email it to businesstaxregister@dor.mo.gov or mail it to: