Closing the company, in order
- Collect what the company is owed and pay its debts, including final taxes from the sale year.
- Close state, city and county tax accounts and file final returns.
- Corporations: approve dissolution by the required shareholder vote, then file Articles of Dissolution by Voluntary Action, Corp 46.
- LLCs: get member consent, file a Notice of Winding Up, then file Articles of Termination when winding up is done.
- Keep records of the sale, final returns and the filings with the Secretary of State.
Timing: No set deadline after a sale, but keep the company in good standing until any seller note or earnout is paid.
Why the Company Is Still There
In an asset sale, the buyer buys what your company owns, not the company itself. When closing is done, your corporation or LLC still exists. It holds the sale money, owes final taxes and may be owed payments from the buyer.
Eventually you close it. In Missouri, that is a filing with the Secretary of State's Corporations Division, and the forms depend on what kind of entity you have.
Don't Rush If You Are Owed Money
Many sales include a seller note, an earnout or money held in escrow. If your company is the one owed that money, it needs to exist and stay in good standing until you are paid.
If the buyer stops paying, your attorney may need the company to enforce the note. Our page on seller financing when you sell a business covers why that matters.
Keep filing whatever the state requires to stay current, such as annual registrations, until you are ready to close.
Corporations: Corp 46
A Missouri business corporation dissolves by filing Articles of Dissolution by Voluntary Action, form Corp 46, with the Secretary of State. The filing fee is $25.
The form says dissolution needs a vote of two thirds of the outstanding shares entitled to vote. If you are the only shareholder, that is a simple written consent. With partners, it is a real vote, so get it on paper.
Some guides say the state expects tax matters settled before a corporation dissolves. Your CPA can confirm what the Department of Revenue needs for your company before you file.
LLCs: Winding Up, Then Termination
A Missouri LLC closes in two steps. First the members agree to dissolve, under the operating agreement or with everyone's consent, and the LLC files a Notice of Winding Up with the Secretary of State.
During winding up the LLC collects what it is owed, pays what it owes and gives notice to anyone with a claim. It keeps existing through that period.
When the work is done, the LLC files Articles of Termination. That filing ends the LLC.
Check the Secretary of State's site for the current forms and fees, since guides online don't always agree on form numbers.
Taxes Come First
Closing the company with the state doesn't close its tax accounts. Those have their own steps.
- State sales tax and withholding: final returns and account closure, covered in Missouri Form 943 tax clearance for a business sale.
- Kansas City earnings tax: a final return and a notice to close accounts, if you operated in the city.
- County personal property: a final declaration and a call to the assessor; see Jackson County personal property declaration after a sale.
- Federal and Missouri income tax: a final return for the company, marked final.
Do these before you dissolve. Cleaning up a tax account for a company that no longer exists is harder.
Loose Ends Owners Forget
A few items tend to linger after a sale. Cancel the company's insurance policies that the buyer didn't take over, once your attorney says the risk period has passed.
Close business credit cards, utility accounts and vendor accounts still in the company's name. Tell your bank you are winding down, and keep one account open for final payments in and out.
Forward the company's mail, and keep the registered agent in place until the Secretary of State has accepted your final filing.
What Happens to the Money
Once debts and taxes are paid, what is left goes to the owners. How that payout is taxed depends on the type of entity and how it has been taxed, so plan it with your CPA before closing.
Keep copies of everything: the purchase agreement, closing statement, final returns and the dissolution filings. Questions sometimes come up years later.
Stock Sales Are Different
In a stock sale, the buyer owns the company after closing, and nothing is dissolved. The buyer keeps running the entity, with its history. These steps apply only when you sold the assets and kept the company.
This page is general information, not tax or legal advice. Confirm the details for your company with your CPA or attorney.
Sources include the Missouri Secretary of State's Corp 46 form, the state's LLC law on winding up and termination, and filing guides from law and filing services.
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