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How to Dissolve an LLC in Missouri (2026)

Emeka O. OkaforReviewed by Conor P. Brennan, Legal ResearcherJune 4, 20268 minVerified June 2026
small businessLLC dissolutionMissouri LLCdissolve LLC MissouriNotice of Winding UpArticles of Termination

To dissolve an LLC in Missouri, you file two documents with the Secretary of State's Corporations Division: a Notice of Winding Up (Form LLC-13, $25), then Articles of Termination (Form LLC-5, $25) once winding up is complete. Missouri doesn't require a tax-clearance certificate to dissolve and is one of the rare states with no LLC annual report, which makes the process simpler than most. The detail to know: the Notice of Winding Up lists a contact for claims, and creditors then have up to three years to bring claims against the LLC.

Here's the full process and the Missouri-specific specifics.

Missouri LLC dissolution at a glance

ItemDetail
FormsNotice of Winding Up (LLC-13), then Articles of Termination (LLC-5)
Filing fee$25 each ($50 total)
Where to fileMissouri SOS Corporations Division — online (e-file), or mail/fax/in person to P.O. Box 778 / 600 W. Main St., Rm. 322, Jefferson City, MO 65102
Processing timeE-filed documents process fastest; mailed filings take longer
Tax clearanceNot required
Annual reportNone — Missouri LLCs have no annual report
Creditor claim windowUp to 3 years from when the SOS publishes the winding-up contact
Final returnFinal Missouri and federal returns; close tax accounts

Step 1: Vote to dissolve and document it

Check your operating agreement for the dissolution procedure and hold the required member vote, then record it in writing. Missouri's dissolution flows from this triggering event, after which the company enters winding up. The documented decision supports both filings that follow.

Step 2: File the Notice of Winding Up (Form LLC-13)

As soon as possible after the members act to dissolve, file the Notice of Winding Up with the Corporations Division, $25. This document includes the LLC's name and charter number and, importantly, the name and address of a person who may receive claims against the LLC. Filing it signals that the company is winding up and starts the clock on the creditor-claim period described below. You can e-file or submit by mail, fax, or in person to the Jefferson City address.

Step 3: Wind up the business and settle debts

Wind up the LLC's affairs: notify known creditors, pay or provide for the company's debts, and distribute remaining assets to members in the order Missouri law sets, creditors first, members last. Distributing assets ahead of creditors can expose members to personal liability. Missouri doesn't require a tax-clearance certificate to dissolve, but you should still file your final Missouri and federal returns and close any sales-tax or withholding accounts with the Department of Revenue.

Step 4: File the Articles of Termination (Form LLC-5)

Once winding up is complete, file the Articles of Termination, $25, to end the LLC's legal existence. This form references the date you filed the Notice of Winding Up, which is why the two filings are sequential. Once the Corporations Division processes it, the state issues a Certificate of Termination confirming the LLC no longer exists. The filing fee and submission methods are the same as for the Notice of Winding Up.

Step 5: Close accounts, licenses, and registrations

Finish by closing the company's footprint: cancel local and state business licenses and permits, close business bank accounts, cancel the EIN with the IRS if appropriate, and withdraw any out-of-state registrations, which can otherwise keep generating annual fees in those states.

The Missouri wrinkle: no annual report, but a three-year claim window

Missouri is unusual in two friendly ways and one you should plan around. On the friendly side: it requires no tax-clearance certificate to dissolve, and it's one of the few states with no annual report for LLCs, so a dormant Missouri LLC isn't quietly racking up yearly fees the way it would in most states. That lowers the urgency that drives dissolution elsewhere.

The part to plan around is the creditor-claim window. The Notice of Winding Up you file includes a contact for claims, and once the Secretary of State publishes that information, creditors and others who believe they have a claim against the LLC have up to three years to bring it. This is by design, it gives the winding-up process a defined cutoff, but it means the LLC's potential exposure to claims doesn't end the instant you file the termination. Keeping good records of the dissolution, the debts you paid, and the assets you distributed matters, because a claim could surface within that window. It's the Missouri-specific reason that doing the winding-up steps properly, rather than the shortcut described in can you just walk away from an LLC, protects you.

Frequently asked questions

How much does it cost to dissolve an LLC in Missouri?

$50 total: $25 for the Notice of Winding Up (Form LLC-13) and $25 for the Articles of Termination (Form LLC-5). There's no tax-clearance fee because Missouri doesn't require clearance to dissolve, and there's no back-annual-report cost because Missouri LLCs have no annual report. For most LLCs, the $50 in filing fees is essentially the whole cost.

Does Missouri require an annual report for LLCs?

No. Missouri is one of the few states that doesn't require LLCs to file an annual report, which means a Missouri LLC doesn't accumulate yearly state fees just for existing. That said, you should still formally dissolve when you're done, because the entity remains legally active (and your tax accounts remain open) until you file the Notice of Winding Up and Articles of Termination.

How long can creditors make claims after I dissolve my Missouri LLC?

Up to three years. The Notice of Winding Up you file lists a person to receive claims, and once the Secretary of State publishes that contact information, claimants have up to three years to bring a claim against the LLC. This is why winding up properly, paying creditors and keeping records, matters: the claim window extends past the termination filing.

This page covers the Missouri specifics; for the general framework, see our complete guide to how to dissolve an LLC, and for neighboring states, Tennessee and Illinois. Missouri's official filings go through the Missouri Secretary of State, and tax accounts are handled by the Missouri Department of Revenue.

Emeka O. OkaforLemon Law & Consumer Protection

Emeka covers consumer protection law, lemon law claims across all 50 states, and warranty disputes. He maps the procedural steps — notice, repair attempts, arbitration, buyback — that decide whether a claim succeeds.

Reviewed by Conor P. Brennan, Legal Researcher
General information, not legal, tax, or financial advice. Laws and procedures vary by state and change over time, and every situation is different. Confirm current rules with the relevant agency or court, and consult a licensed attorney or other qualified professional before acting on anything you read here.

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