If you want to dissolve a corporation in Missouri, you’ll undertake several important tasks. Closing your state-registered business entity according to Missouri state laws is as much about protecting yourself from the reach of claimants as it is winding up important issues like final paperwork and taxes.
Formally, the process is called dissolution. While some corporations are dissolved by the courts for failing to meet corporate requirements – for example, failing to file an annual report or pay taxes – the information shared here refers to dissolution of your corporation by its shareholders. In Missouri, dissolution by shareholder via a shareholder’s meeting is governed by the GBCL, or General and Business Corporation Law of Missouri.
Taking the First Step to Dissolve Your Missouri Corporation
Generally speaking, the first step requires that the board of directors submit a proposal to dissolve. You must provide shareholders with a minimum ten days’ notice of any proposed meetings. During the meeting, shareholders can vote for dissolution. For the vote to pass, two-thirds of the shareholders must vote in favor of dissolution. Following the voting, articles of dissolution should be filed with the Secretary of State as a best practice, although the GBCL does not strictly require this.
Alternatively, if all shareholders are in agreement as to dissolution, the GBCL allows votes to be cast in writing, avoiding a formal meeting. All shareholders must sign a consent, and these are entered into the records of the corporation. This provides a more efficient method for corporate dissolution when unanimous agreement exists.
Dissolution cannot take place under certain circumstances. Always consult a knowledgeable Missouri corporate attorney in these matters.
Once dissolved, your corporation name will become available for use by others after one year. During that year, the “wind up” takes place, addressing vital legal matters such as collecting corporate assets, disposing of property not distributed to shareholders, discharging corporate liabilities such as taxes, giving notice to claimants, and other matters.
What Happens After Dissolution
Following the completion of the “wind up”, your attorney will obtain a tax clearance certificate from the Department of Revenue, and can then file a termination request with the Secretary of State stating that your corporation no longer exists and therefore is not recognized as a separate legal entity.
If your corporation is registered to do business in other states, separate forms must be filed, terminating your business rights in those states.
When closing down a corporation, complex legal matters rise to the forefront, requiring knowledgeable assistance to ensure your financial protection. For help with dissolving your corporation in Missouri, please contact attorney Brian Quinn.
