- Agency
- Missouri Secretary of State, Business Services
- Paperwork
- A Notice of Winding Up (LLC-13) and Articles of Termination (LLC-5), each with a filing fee the office lists
- The clock
- File after the sale closes and debts, final returns and distributions are handled, not on closing day
Watch for: Terminating the LLC before final tax returns and open accounts are settled, which can leave you chasing notices in the name of a company that no longer exists.
Why the LLC remains
In an asset sale the buyer takes the business assets and the LLC keeps the cash, the debts and any liabilities that stay behind. The company is not gone just because the business moved.
Closing the LLC cleanly keeps annual filings and fees from piling up, and it ends your obligation to keep filing for an empty company.
The two filings
The Secretary of State uses a Notice of Winding Up, form LLC-13, to announce that the company is winding down. Articles of Termination, form LLC-5, end the legal existence of the LLC once the office accepts them.
Third party guides list a fee of $25 for each filing. Confirm current forms and fees on the office's website before you send anything.
Tax clearance is disputed
Several sources say Missouri does not require a tax clearance certificate to terminate an LLC, while corporations have a different form that does ask for one. A few guides report that the Department of Revenue treats the matter differently.
Because sources disagree, ask your CPA to check with the Secretary of State and the Department of Revenue before you file.
Tax accounts are separate
Filing with the Secretary of State does not close any tax account. You still need final returns, cancellation of the city and state accounts, and payment of what is owed. The tax clearance guide and the earnings tax guide cover two of them.
A sensible order
- Close the sale and collect payment, including any holdback
- Pay debts and final bills, and keep records
- File final returns and cancel tax accounts
- Distribute what remains to the owners
- File the winding up notice, then the articles of termination
Keep your records
Keep the sale agreement, closing statement, final returns and proof of filings for several years. If a notice arrives after the company is gone, those papers answer most questions.
What to wait for
If the sale agreement holds back part of the price, or you gave warranties that run for a year or more, ask your attorney whether to keep the LLC alive until those periods end.
Some owners keep the entity open for a short time to receive final payments or answer claims.
Related steps
For deal basics see asset sale or stock sale. Employers should also read the unemployment tax account guide. When you want a number, see what your company is worth.
This page is general information and not tax or legal advice. Confirm the process, forms and timing with your CPA, your attorney and the Missouri Secretary of State.