How much does it cost to dissolve a Missouri LLC?

The full two-step process is $25 for the Notice of Winding Up (Form LLC 13) plus $25 for the Articles of Termination (Form LLC 5), filed online through bsd.sos.mo.gov or by mail to Jefferson City. That is $50 total in SoS fees for a clean closure. Missouri does not offer a paid expedite tier because standard online turnaround is already 1 business day.

How long does Missouri LLC dissolution take?

Online filings through the Business Services Division portal process in 1 business day for both LLC 13 and LLC 5. Mail filings run about 7 business days. The real timeline driver is winding up between the two filings: pay creditors, collect receivables, and distribute remaining assets before filing LLC 5. For small LLCs with no debts and no assets, both filings can happen the same week.

Do I need a tax clearance certificate in Missouri?

No. The Missouri Department of Revenue does not issue a clearance certificate, and the Secretary of State does not require one before accepting the Articles of Termination. The LLC still has to file final Missouri returns (sales, withholding, corporate income if C-corp) and submit Form 5310 Request to Close Account for each DOR tax type. Clearance is not attached to the SoS filing.

What vote is needed to dissolve a Missouri LLC?

Missouri LLCs must have an operating agreement under Mo. Rev. Stat. 347.081(1), so the vote standard is whatever the agreement specifies. If the agreement is silent, Mo. Rev. Stat. 347.137 defaults to written consent of all members. Document the vote in a written consent before filing. See Missouri LLC formation for background on the operating agreement requirement.

Why do I have to file two forms instead of one?

Missouri separates commencement of winding up (LLC 13) from actual termination (LLC 5) under Mo. Rev. Stat. 347.137. The Notice of Winding Up starts the wind-up period during which you pay creditors and distribute assets; the Articles of Termination end the entity once winding up is complete. For small LLCs with no debts or assets, both forms can be filed in short succession. Skipping the second form leaves the LLC in perpetual wind-up status.

What happens if I just stop using the LLC?

Missouri does not require annual reports for LLCs, so there is no passive administrative dissolution path like most states have. The LLC stays on record indefinitely, and members stay exposed to future creditor claims and any state or federal tax obligations tied to the EIN. Filing LLC 13 and LLC 5 is the only clean way to terminate a Missouri LLC and cut off ongoing exposure.

Do I still need to notify the IRS?

Yes. File a final federal return for the LLC (Form 1065 for multi-member, Schedule C on Form 1040 for single-member, Form 1120 or 1120-S if the LLC elected corporate treatment), check the final return box, and distribute any remaining balances. File IRS Form 966 within 30 days of the dissolution resolution if the LLC had C-corp treatment, and close the EIN by letter. The IRS close-a-business page has the federal checklist.

Dissolve a Missouri LLC: $25 two-step, LLC 13 then LLC 5

$25 Filing fee Notice of Winding Up (LLC 13) and Articles of Termination (LLC 5)

Online or mail Filing path No paid expedite

1 business day online Approval time

Not required Tax clearance

The quick read on dissolving a Missouri LLC

At $25, Missouri's dissolution fee is below the national average of $46, closer to the free end of the spectrum. Missouri accepts the dissolution filing online or mail, with online approvals in about 1 business day. There is no formal tax clearance requirement, so the filing itself is the bottleneck rather than tax review.

Dissolution is a procedural filing, not a tax audit. The Secretary of State's job is limited to confirming the document is properly completed and the LLC is in good standing. What matters most for Missouri filers is the order of operations: vote, file, and close the federal side. Each step is simple individually; doing them out of order or skipping the federal step is what causes problems years later.

Dissolution steps in Missouri

The state-specific procedure, in order. Skip any step and the state's dissolution filing will be rejected or left incomplete.

Member vote to dissolve
Missouri's LLC statute calls for a unanimous member vote to dissolve, unless your operating agreement specifies a different threshold. Document the vote in meeting minutes or a written consent.
File the Notice of Winding Up (LLC 13) and Articles of Termination (LLC 5) with Missouri Secretary of State, Corporations Division
Filing fee is $25. Online filing is available through the state portal. Mail filings are accepted.
Close federal tax obligations with the IRS
File the final federal return, check the "final return" box, and file Form 966 if the LLC had C-corp tax treatment. Close the EIN by writing to the IRS. See the IRS close-a-business page for the full federal checklist.
Cancel other registrations
Sales tax permits, employer accounts, business licenses, fictitious-name registrations, and foreign-qualification filings in other states all need to be wound down separately from the LLC dissolution itself. The state won't do this automatically.

How this plays out in Missouri

Start with the member vote. Mo. Rev. Stat. 347.137 requires written consent of all members unless the operating agreement sets a different threshold, and because Missouri is one of the handful of states that statutorily requires an operating agreement under Mo. Rev. Stat. 347.081(1), the agreement likely controls. Pull the agreement and document the consent.

File the Notice of Winding Up (Form LLC 13) with the Missouri Business Services portal at $25 online, or mail to P.O. Box 778, Jefferson City, MO 65102 for the same $25. Online processes in 1 business day, mail in about 7 days. This filing puts the LLC into winding up status, during which you pay creditors, collect receivables, and distribute remaining assets to members under the operating agreement.

File the Articles of Termination (Form LLC 5) once winding up is complete. Same $25 fee, same 1-day online processing. Missouri does not offer a paid expedite because standard turnaround is already same-week. Close Missouri taxes with the Department of Revenue: file final Missouri sales, withholding, and corporate income returns (if the LLC elected C-corp treatment), and submit Form 5310 Request to Close Account. Finish federal: final IRS return marked final, Form 966 within 30 days if the LLC was a C-corp, and a written EIN closure letter.

What a clean Missouri dissolution actually costs

The Secretary of State fee is rarely the biggest line item. For most Missouri LLC owners, the real cost is a combination of the filing fee, outstanding state tax, federal closure, and any foreign-LLC wind-downs in other states.

Cost component	Amount	Notes
Base Secretary of State filing	$25	Filed with Missouri Secretary of State, Corporations Division
Final federal return (DIY)	Free	Or $200 to $800 if a CPA prepares it
Foreign-LLC withdrawals (if any)	$10 to $125 per state	Each state where you qualified as foreign LLC

How Missouri compares to other states

At $25, Missouri's dissolution fee is below the national average of $46, closer to the free end of the spectrum. Across all 51 US jurisdictions, the median dissolution fee is $30 and the average is $46; fees cluster between $0 and $75, with Delaware and DC at the $220 top end. By fee ranking, Missouri sits at #22 from cheapest to most expensive.

Filing path matters as much as the fee. Missouri's online or mail dissolution process gives you flexibility: online for speed, mail as a backup when you need an original signature for another purpose. Missouri does not impose a formal tax clearance check, which shortens the overall timeline compared to states that do.

Requirements at a glance

Tax clearance required No clearance step required by state

Public notice required No publication requirement

Member vote standard unanimous

unanimous

Attorney required DIY filing permitted

Online filing https://bsd.sos.mo.gov/LoginWelcome.aspx

Yes

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

Yes

Common pitfalls

The first Missouri-specific trap is treating the Notice of Winding Up as the end of the LLC. It is not. Filing LLC 13 only commences winding up; the entity continues to exist until Articles of Termination (LLC 5) are filed. Some owners file LLC 13, wind up affairs, and forget the second step, leaving the LLC on record in winding up status indefinitely. Both forms are required for a clean termination.

The second pitfall is skipping Form 5310 with DOR. Missouri does not require tax clearance for the Secretary of State filing, but Form 5310 Request to Close Account is the mechanism for closing sales tax, withholding, and corporate income accounts. Without it, the Department of Revenue keeps accounts open, which can trigger non-filing notices or estimated assessments long after the LLC is terminated. Submit Form 5310 for every DOR account the LLC maintained.

What happens after the state accepts your filing

Once the Secretary of State accepts the Articles of Termination, the LLC is terminated under Mo. Rev. Stat. 347.137 and no further state filings are required. Missouri does not require LLC annual reports, so there is nothing to keep accruing. The state does not publish a specific holding period before the name becomes available, so another filer can register a new entity under the same name after termination posts. Keep the LLC's books, bank records, and tax filings for at least seven years to cover Missouri's 3-year general assessment statute plus the federal 6-year extended statute. If the LLC had Missouri employees, close the Department of Labor and Industrial Relations unemployment account separately.

Documents and filings checklist

Written consent or meeting minutes
Record the member vote to dissolve. Keep with corporate records.
Notice of Winding Up (LLC 13) and Articles of Termination (LLC 5)
Filed with $25 fee at Missouri Secretary of State, Corporations Division. Form PDF.
Final federal return
Form 1065 (multi-member), Schedule C on 1040 (single-member), or 1120/1120-S if corp-taxed. Check the "final return" box.
IRS Form 966
Only if the LLC had C-corp tax treatment. Due within 30 days of the dissolution resolution.
IRS EIN closure letter
Sent to the IRS requesting the EIN be closed. See the IRS close-a-business checklist.
State tax permit cancellations
Sales tax, employer withholding, unemployment insurance. Each is a separate filing with the state tax and labor agencies.
Foreign-LLC withdrawals
Certificate of Withdrawal filed with each state where the LLC was registered to do business as a foreign LLC.

Filing agency

Missouri Secretary of State, Corporations Division

Website: www.sos.mo.gov/business/corporations
Phone: (573) 751-4153
Email: corporations@sos.mo.gov
Mail: Corporations Division, Missouri Secretary of State, P.O. Box 778, Jefferson City, MO 65102
Office: Corporations Division, 600 W. Main Street, Missouri State Information Center, Room 322, Jefferson City, MO 65101
Hours: 8:00 AM to 5:00 PM Central, Monday to Friday

Frequently Asked Questions

How much does it cost to dissolve a Missouri LLC?

The full two-step process is $25 for the Notice of Winding Up (Form LLC 13) plus $25 for the Articles of Termination (Form LLC 5), filed online through bsd.sos.mo.gov or by mail to Jefferson City. That is $50 total in SoS fees for a clean closure. Missouri does not offer a paid expedite tier because standard online turnaround is already 1 business day.
How long does Missouri LLC dissolution take?

Online filings through the Business Services Division portal process in 1 business day for both LLC 13 and LLC 5. Mail filings run about 7 business days. The real timeline driver is winding up between the two filings: pay creditors, collect receivables, and distribute remaining assets before filing LLC 5. For small LLCs with no debts and no assets, both filings can happen the same week.
Do I need a tax clearance certificate in Missouri?

No. The Missouri Department of Revenue does not issue a clearance certificate, and the Secretary of State does not require one before accepting the Articles of Termination. The LLC still has to file final Missouri returns (sales, withholding, corporate income if C-corp) and submit Form 5310 Request to Close Account for each DOR tax type. Clearance is not attached to the SoS filing.
What vote is needed to dissolve a Missouri LLC?

Missouri LLCs must have an operating agreement under Mo. Rev. Stat. 347.081(1), so the vote standard is whatever the agreement specifies. If the agreement is silent, Mo. Rev. Stat. 347.137 defaults to written consent of all members. Document the vote in a written consent before filing. See Missouri LLC formation for background on the operating agreement requirement.
Why do I have to file two forms instead of one?

Missouri separates commencement of winding up (LLC 13) from actual termination (LLC 5) under Mo. Rev. Stat. 347.137. The Notice of Winding Up starts the wind-up period during which you pay creditors and distribute assets; the Articles of Termination end the entity once winding up is complete. For small LLCs with no debts or assets, both forms can be filed in short succession. Skipping the second form leaves the LLC in perpetual wind-up status.
What happens if I just stop using the LLC?

Missouri does not require annual reports for LLCs, so there is no passive administrative dissolution path like most states have. The LLC stays on record indefinitely, and members stay exposed to future creditor claims and any state or federal tax obligations tied to the EIN. Filing LLC 13 and LLC 5 is the only clean way to terminate a Missouri LLC and cut off ongoing exposure.
Do I still need to notify the IRS?

Yes. File a final federal return for the LLC (Form 1065 for multi-member, Schedule C on Form 1040 for single-member, Form 1120 or 1120-S if the LLC elected corporate treatment), check the final return box, and distribute any remaining balances. File IRS Form 966 within 30 days of the dissolution resolution if the LLC had C-corp treatment, and close the EIN by letter. The IRS close-a-business page has the federal checklist.
How long does LLC dissolution take in Missouri?

Online filings are processed in about 1 business day through the state portal. Mail filings take about 7 business days once received.
Can I file the Notice of Winding Up (LLC 13) and Articles of Termination (LLC 5) online?

Yes. Missouri accepts LLC dissolution filings online through the state portal. Mail is also accepted as an alternative.
What vote is required to dissolve a Missouri LLC?

Missouri's LLC statute specifies a unanimous member vote to dissolve, unless the operating agreement sets a different threshold. Most LLCs follow the statutory default. Document the vote in a written consent or meeting minutes before filing any dissolution paperwork.
Does dissolution close my federal tax obligations?

No. The Missouri Secretary of State does not notify the IRS. You have to close the federal side separately: file a final federal return marked as "final," file IRS Form 966 within 30 days if the LLC had C-corp tax treatment, and close the EIN by writing to the IRS. The EIN stays on file forever; closing it flags the entity as inactive so automated notices stop. See the IRS close-a-business page for the full federal checklist.
Will my LLC name become available for someone else to use after dissolution?

In most cases yes. Missouri typically releases the LLC name back to the general pool once the dissolution filing is accepted, and a third party can register a new entity under the same name shortly thereafter. If preserving the brand matters, keep a minimal LLC active or register the business name as a trademark.

Missouri LLC formationOpen the Missouri LLC guide →
All dissolution guidesBack to dissolution hub →
IRS close-a-business checklistFederal side of closing an LLC →

Sources

Filing fee: www.sos.mo.gov/CMSImages/Business/fees.pdf?v=2025 · verified April 21, 2026
Missouri SOS Schedule of Fees and Charges (01/2025): Notice of Winding Up (Form LLC 13) and Articles of Termination (Form LLC 5) filing fee is $25 per document. Missouri dissolution is a two-step process: (1) file LLC 13 Notice of Winding Up to commence winding up, then (2) file LLC 5 Articles of Termination after affairs are wound up. Recorded filingFee reflects the LLC 5 Articles of Termination fee.
File online: bsd.sos.mo.gov/LoginWelcome.aspx · verified April 21, 2026
Missouri Business Services online portal (bsd.sos.mo.gov) supports online filing of Notice of Winding Up and Articles of Termination. Online filings are typically processed same day or within 1 business day.
Expedited: www.sos.mo.gov/business/corporations/forms · verified April 21, 2026
Missouri SOS Corporations Division does not publish an expedited service tier for LLC dissolution filings. Online filings through bsd.sos.mo.gov are typically processed immediately or within 1 business day at the standard fee.
Tax clearance required: dor.mo.gov/taxation/business/close.html · verified April 21, 2026
Missouri Department of Revenue 'Close a Business' guidance. Missouri does not require a tax clearance certificate before SOS will accept Articles of Termination for an LLC. The LLC must file final Missouri returns (sales, withholding, corporate income if electing C-corp) and submit Form 5310 (Request to Close Account) to DOR, but no clearance certificate is attached to the SOS dissolution filing.
Member vote standard: revisor.mo.gov/main/OneSection.aspx?section=347.137 · verified April 21, 2026
Mo. Rev. Stat. 347.137 (Events of dissolution). Voluntary dissolution requires the written consent of all members unless the operating agreement provides otherwise. Missouri is one of the handful of states (with California, Delaware, Maine, and New York) that statutorily requires an operating agreement under Mo. Rev. Stat. 347.081(1); practical dissolution consent therefore follows whatever threshold the operating agreement sets, defaulting to unanimous.
Irs closure url: www.irs.gov/businesses/small-businesses-self-employed/closing-a-busine… · verified April 21, 2026
IRS closing-a-business checklist: final federal returns, employment tax deposits, and EIN account closure.

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How to dissolve a Missouri LLC