How to Dissolve an LLC in Missouri: Tax Clearance and Termination

To dissolve an LLC in Missouri, you need to complete five filings in a specific order: member authorization, a Notice of Winding Up with the Secretary of State, creditor notice and debt settlement, a Certificate of Tax Clearance from the Department of Revenue, and finally the Articles of Termination. Skip a step or get the sequence wrong, and the state will reject your paperwork. Federal tax accounts and local licenses have to be closed separately.

Get Member Approval

Start with your operating agreement. It may spell out specific events that trigger dissolution or set a particular vote threshold, and its terms override the state’s default rules.

If the operating agreement is silent on dissolution, Missouri’s default rule requires the written consent of all members.¹ Whatever the trigger, document the decision. Signed meeting minutes or a written consent resolution, kept in the company’s records, is your proof the dissolution was properly authorized if anyone later questions it.

File the Notice of Winding Up

This is the step most people miss, and it will stop your dissolution cold. Missouri will not accept your Articles of Termination unless a Notice of Winding Up is already on record.² The statute says the LLC must file this notice “as soon as possible” after a dissolution event occurs.¹

Use Form LLC 13, Notice of Winding Up for Limited Liability Company.³ The form asks for the LLC’s legal name, charter number, and the date the original articles of organization were filed. It’s available through the Secretary of State’s online business services portal or as a downloadable PDF.

Filing the notice also starts a clock for unknown creditors. Once filed and published, it opens a three-year window in which anyone with a claim must file a legal proceeding. After three years, those claims are barred.⁴ To get that protection, the notice has to be published in a local newspaper of general circulation, in a statewide legal publication, and in the Missouri Register.

Notify Creditors and Settle Debts

After dissolution, the LLC continues to exist for the limited purpose of winding up: collecting what it’s owed, paying what it owes, and distributing what’s left. Members cannot simply hand out the remaining cash and walk away.⁵

For creditors you know about, Missouri law requires written notice of the dissolution. That notice must describe what information a claim needs to include, provide a mailing address for submitting claims, and set a deadline of at least 90 days from the notice date. A creditor who doesn’t submit a claim by that deadline loses the right to collect. If a creditor submits a claim and the LLC rejects it, that creditor has 120 days from the rejection to file a lawsuit, or the claim is barred.⁴

Order of Distribution

Missouri statute sets a specific order for what’s left:

Creditors get paid or provided for first. If there isn’t enough to cover everything, creditors are paid by priority, and claims of equal priority are paid proportionally.
Next, members receive any past distributions the operating agreement entitled them to but never paid out.
Whatever remains goes to members under the operating agreement or, if the agreement doesn’t address it, under the default rules of Section 347.101.

Distributing assets to members before paying creditors exposes those members to personal liability for the unpaid debts.⁵

Get a Missouri Tax Clearance Certificate

The Secretary of State will not accept Articles of Termination without a Certificate of Tax Clearance from the Missouri Department of Revenue.⁶ The certificate confirms the LLC has filed all required returns and paid all state taxes.

To request it, complete Form 943 (Request for Tax Clearance) and have a corporate officer sign it. Mail or fax the form to:

Missouri Department of Revenue
Tax Clearance Unit
PO Box 3666
Jefferson City, MO 65105-3666
Fax: 573-522-1265

The Department reviews every tax account tied to the LLC (sales tax, employer withholding, and any others) before issuing the certificate. Unfiled returns or outstanding balances have to be resolved first. Build several weeks into your timeline if the LLC has multiple accounts or any open issues.

File the Articles of Termination

With the Notice of Winding Up on file and the tax clearance in hand, you can file the Articles of Termination. Use Form LLC 5, Articles of Termination for Limited Liability Company.⁷ The form asks for:

The LLC’s exact legal name as it appears on the original articles of organization
The charter number assigned when the LLC was formed
The date the articles of organization were filed
A brief reason for termination, such as a member vote or an event specified in the operating agreement
An effective date, which defaults to the filing date but can be set up to 90 days out

The filing fee is $25.⁷ Submit the form and the tax clearance certificate online through the Secretary of State’s business services portal, or by mail to:

Secretary of State
Corporations Division
P.O. Box 778
Jefferson City, MO 65102

Online filings generally receive confirmation within a few business days. Mailed submissions take one to two weeks. Once the state accepts the filing, the LLC’s legal existence ends, except for pending lawsuits or any action needed to wrap up remaining matters.⁵

Close Federal Tax Accounts

The IRS has to be told the LLC is done. File a final income tax return for the year you close, and check the “final return” box near the top of the form.⁸ Which form you file depends on how the LLC was classified:

Partnership (most multi-member LLCs): Form 1065, with the “final return” box and the “final K-1” box on each member’s Schedule K-1
S corporation: Form 1120-S with the same markings, plus Form 966 (Corporate Dissolution or Liquidation)
C corporation: Form 1120 with the “final return” box checked, plus Form 966
Single-member LLC treated as a disregarded entity: report final activity on your personal return (Schedule C of Form 1040)

If the LLC had employees, file final employment tax returns. On the last Form 941 (quarterly) or Form 944 (annual), check the box on line 17 indicating the business has closed and enter the date of the final wage payment. Attach a statement listing who is keeping the payroll records and where.⁹ File a final Form 940 for federal unemployment tax covering the calendar year of the last wage payment.

Cancel the EIN

To close the LLC’s IRS account, send a letter that includes the LLC’s legal name, EIN, business address, and the reason for closing. Include a copy of the original EIN assignment notice if you still have it. Mail everything to:

Internal Revenue Service
Cincinnati, OH 45999

The IRS won’t close the account until all required returns are filed and any taxes are paid.⁸

Close State Tax Accounts and Local Licenses

The tax clearance certificate confirms compliance, but you still need to formally close each state tax account. Complete Form 126 (Registration Change Request) and mail it to the Department of Revenue at PO Box 3300, Jefferson City, MO 65105, or email it to businesstaxregister@dor.mo.gov.¹⁰ That handles sales tax, employer withholding, and any other accounts on file. Leaving them open means the state keeps expecting returns, and missed filings generate penalties on revenue that doesn’t exist.

Cancel any local business licenses, municipal permits, or fictitious name registrations the LLC holds. Contact each issuing agency directly. These vary by city and county but often include general business licenses, sales permits, and zoning or occupancy permits.

Keep Your Records After Dissolution

Closing the LLC doesn’t close your obligation to produce records if the IRS or a creditor comes asking. The IRS recommends keeping tax records for at least three years after filing the final return, or six years if you didn’t report more than 25% of gross income. Employment tax records should be kept for at least four years after the tax was due or paid, whichever is later.¹¹

On the state side, remember the three-year window for unknown creditor claims under Section 347.141. Keep contracts, financial statements, and creditor correspondence at least until that window closes. Designate one member or a trusted person as the recordkeeper and make sure the others know how to reach them.

1
Missouri Revisor of Statutes. Missouri Revised Statutes Section 347.137
2
Missouri Secretary of State. Fees and Forms
3
Missouri Secretary of State. Notice of Winding Up for Limited Liability Company – LLC 13
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Missouri Revisor of Statutes. Missouri Revised Statutes Section 347.141
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Missouri Revisor of Statutes. Missouri Revised Statutes Section 347.139
6
MO.gov. Tax Clearance FAQs
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Missouri Secretary of State. Articles of Termination for Limited Liability Company – LLC 5
8
Internal Revenue Service. Closing a Business
9
Internal Revenue Service. Instructions for Form 941
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MO.gov. How Do I Make Changes to or Close My Business Tax Account
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Internal Revenue Service. How Long Should I Keep Records