How to Dissolve an LLC in Missouri: LLC 13 and LLC 5

How to dissolve an LLC in Missouri: the two-filing order

Missouri is one of the states where closing an LLC is two filings, not one. The Secretary of State's forms page says a notice of winding up is required to be of record before articles of termination are accepted (Missouri SOS). The general steps for any state are in how to dissolve an LLC; the Missouri sequence looks like this:

• Dissolve. Under section 347.137, a Missouri LLC dissolves on an event in its operating agreement or articles, on the written consent of all members, and in a few other situations the statute lists (RSMo 347.137).
• File the Notice of Winding Up, Form LLC 13, to put the dissolution on the public record.
• Notify known creditors in writing and, if you want unknown claims cut off, publish the notice of winding up as section 347.141 describes.
• Collect what is owed, pay debts, close Department of Revenue and DES accounts, and distribute what remains to the members.
• File the Articles of Termination, Form LLC 5, which refer back to the date the notice of winding up was filed.
• File final federal returns and close the EIN account.

Source: Missouri Secretary of State: Fees and forms

Missouri LLC 13 and LLC 5: forms, fees and how to file

Both LLC forms print the same instruction at the top: submit with filing fee of $25.00 (Form LLC 13; Form LLC 5). Because the notice must be on record before the articles, the state cost of closing a Missouri LLC is $50. The forms are paper forms: LLC 13 tells filers to complete the necessary information, print, sign and mail it (Form LLC 13). The Secretary of State also runs an online filing system for many filings (Missouri SOS), but it does not publish whether LLC 13 and LLC 5 can be filed there, so plan on mailing them.

The Articles of Termination ask for the date the articles of organization were filed, the reason for terminating, an effective date and the date the notice of winding up was filed. Keep the filed LLC 13 to hand when you prepare LLC 5.

This guide is general information, not legal or tax advice. Fees and forms change: confirm them with the agency before you file, and ask an attorney or accountant about your situation.

Source: Missouri Secretary of State: Fees and forms

Notifying creditors and publishing the Missouri notice of winding up

Section 347.141 gives a dissolved Missouri LLC two ways to deal with claims. For known claimants, send written notice that describes what a claim must include, gives a mailing address and sets a deadline at least ninety days from the notice (RSMo 347.141). A claim not received by that deadline is barred.

For unknown claims, the notice of winding up is published once in a newspaper of general circulation in the county of the LLC's principal office (RSMo 347.141), once in a statewide publication read mainly by Missouri lawyers (RSMo 347.141), and once in the Missouri Register (RSMo 347.141). The notice must say that claims are barred unless a proceeding is started within three years after publication (RSMo 347.141). Publication is optional, but without it the LLC has no statutory cut-off for claims it does not know about.

Source: RSMo 347.141: Claims after dissolution and notice of winding up

Missouri Department of Revenue, DES and federal returns

The Department of Revenue's tax clearance requirement is framed around corporations: it applies when a corporation files articles of voluntary dissolution, withdrawal, termination or merger, or seeks reinstatement (Missouri DOR). An LLC still closes its own tax accounts.

• Business tax accounts: use the Registration Change Request, Form 126, to change or close a Missouri business tax account (Missouri DOR).
• Employer withholding: close the account on Form MO-5633 (Missouri DOR), after the last withholding return.
• Unemployment: an employer with no remaining employees files an Employer Change Request with the Division of Employment Security, by phone or through UInteract (Missouri DES).
• Federal: file the final return for the closing year (IRS); a multi-member LLC taxed as a partnership files its last Form 1065 (IRS).

Source: Missouri Department of Revenue: Tax clearance FAQs

Dissolving a Missouri corporation: Corp. 46, Corp. 47 and tax clearance

Missouri corporations also file twice. Corporations that decide to stop doing business file articles of dissolution and, ultimately, a request for termination (Missouri SOS). The forms are Articles of Dissolution by Voluntary Action, Corp. 46, which must be on record before the Request for Termination, Corp. 47 (Missouri SOS). Corp. 46 is submitted with a $25 filing fee (Form Corp. 46), and Corp. 47 with another $25 and the Certificate of Tax Clearance issued by the Department of Revenue (Form Corp. 47).

Corporations that stop filing annual registration reports are administratively dissolved (Missouri SOS), and coming back requires the tax clearance too: the filer must receive the Certificate of Tax Clearance before submitting reinstatement documents (Missouri SOS). Federal Form 966 follows the plan of dissolution (IRS). More on the corporate side in how to dissolve a corporation.

Source: Missouri Secretary of State: General services and filings

Why a Missouri LLC does not close itself

Missouri LLCs file no annual report (Missouri SOS FAQ). That saves money while the company runs, but it also removes the usual way an abandoned company drops off the record: there is no yearly filing whose absence leads to an administrative dissolution for failing to report. A Missouri LLC that simply stops operating generally stays on the record until its owners file LLC 13 and LLC 5.

That matters for owners who closed years ago without filing. The company can still be named in a lawsuit, receive notices at its registered agent and appear active to anyone who searches it. Filing the two forms, even late, gives a clear end date.

Source: Missouri Secretary of State: Business FAQs

Out-of-state LLCs registered in Missouri

An LLC formed elsewhere that registered in Missouri does not file LLC 13 and LLC 5. It files Articles of Cancellation of a Foreign Limited Liability Company, form LLC 8, with a $25 filing fee (Form LLC 8). The company still closes in its home state, and a Missouri LLC registered in Kansas, Illinois or Arkansas needs a withdrawal in each of those states.

Source: Missouri Secretary of State: Cancellation of a foreign LLC, form LLC 8 (PDF)

Missouri records, the three-year window and data exports

If the notice of winding up is published, claims can arrive for three years afterwards, so contracts, invoices, warranties and customer correspondence should be kept at least that long. Payroll files follow the federal rule of at least 4 years after the tax is due or paid (IRS).

Systems should be exported before they are cancelled, not after. The export checklist and business records after closing cover what to pull and who keeps it.

The archive may also hold value. Support tickets, job records, estimates, product data and internal discussion can be licensed for AI training when the company owns the material and personal information is removed. It is optional and does not touch the Missouri filings; selling company data after closing walks through it.

Source: IRS: How long should I keep records?

Next step for a Missouri LLC

File LLC 13 now, send written notice to known creditors, decide whether to publish, close Revenue and DES accounts, then file LLC 5 to end the company.

Closing the company? Before you cancel software or delete files, find out whether its records are worth licensing: years of tickets, work orders, email and code can be. Get a free estimate of what your records could be worth.