Missouri: Voluntary LLC Dissolution and Cancellation Requirements

Requirements one by one

Dissolution event and approval

Under § 347.137, a written event in the articles or operating agreement can dissolve the LLC. Otherwise, voluntary dissolution requires written consent of every member. A separate rule applies after a member's withdrawal: unless the operating agreement changes it, a majority by number of the remaining members may choose dissolution within 90 days.

Winding-up authority and powers

Mo. Rev. Stat. § 347.147 gives the winding-up right to the non-wrongfully dissolving members in a member-managed LLC. In a manager-managed LLC, those members authorize the managers. Section 347.139 stops ordinary business but preserves the LLC as a separate entity while it collects assets, completes necessary work, addresses liabilities, disposes of property, and distributes the remainder.

Creditor notice and claims

The claim-bar procedures in § 347.141 are optional, but using them requires exact steps. Written notice to known claimants must give at least 90 days to submit a claim. A rejected claimant then has 120 days from the rejection notice to sue.

For unknown, unacted-on, contingent, and future claims, filing LLC-13 alone is not enough. The LLC must publish once in the county newspaper, once in a statewide legal-practice publication, and once in the Missouri Register. The three-year deadline runs from the later filing or publication date. The special bar applies only when dissolution was without fraudulent intent, and insured claims receive separate treatment under subsections 7 and 8.

Debts, reserves, and distributions

Section 347.139 requires payment, discharge, or adequate provision for liabilities before owner distributions. Creditors—including member-creditors—come first. If assets are insufficient, claims follow legal priority and equal-priority claims share ratably. Unless the operating agreement changes the later tiers, distribution liabilities come next and members receive the residue under the Act's distribution rule.

Mo. Rev. Stat. § 347.109 also prohibits a distribution that leaves the LLC unable to pay debts or with assets below liabilities and superior preferences. A knowing recipient and the people who knowingly authorized the wrongful distribution can face LLC liability for three years, limited to what is needed for pre-distribution liabilities.

Termination filing and signer

Missouri requires two filings. Section 347.137 says to file the Notice of Winding Up as soon as possible after dissolution. The SOS forms page states that this notice must be on record before Articles of Termination will be accepted.

After all remaining property and assets have been applied and distributed, § 347.045 requires Articles of Termination. LLC-5 states the LLC name, organization date, reason, effective date, earlier winding-up notice date, and optional matters. Under § 347.047, an authorized person or operating-agreement designee signs; a properly authorized attorney-in-fact may also execute the filing.

Fee, method, and effective date

Current Forms LLC-13 and LLC-5 each require $25. The underlying § 347.179 fee is $20 for each filing; the SOS fee materials explain that applicable charges include a $5 technology-fund amount. The paper forms instruct users to complete, print, sign, and mail, while the Secretary of State's business portal also identifies dissolution and termination filings as available online.

LLC-5 is effective when filed unless it states a future date. The delayed date may be no more than 90 days after filing.

Survival, revocation, and post-closure

Under § 347.139, separate existence continues until Articles of Termination are filed. After termination, existence ceases except for suits, proceedings, omitted assets, conveyances, and other appropriate actions. The authorized persons at termination—or specified survivors or members—act as trustees for members and creditors.

Chapter 347 provides no LLC counterpart to the corporation revocation form. If a filed LLC document contained an incorrect statement when filed, § 347.055 permits a $5 Statement of Correction signed by an authorized person.

What trips people up

The Notice of Winding Up is mandatory, but its three-year claim bar is not automatic. The LLC must also complete all three publications required by § 347.141. Publishing in only a local newspaper does not satisfy the statute.

Articles of Termination come last. Filing them before applying and distributing all remaining property conflicts with § 347.045 and ends the LLC's separate existence, leaving only the statute's limited post-termination trusteeship and survival powers.

Common questions

Does Missouri require tax clearance for an LLC termination?

Not as an attachment to LLC-5. The current LLC form lists no tax-clearance certificate, while the Secretary of State's current corporate termination forms expressly require one. Tax accounts and final returns remain separate closure tasks.

Can the LLC keep operating after dissolution?

Only as necessary or appropriate for winding up. It may finish transactions, collect assets, address debts, dispose of property, and distribute the remainder, but it may not continue ordinary business.

Who can sign the two filings?

An authorized person or someone duly authorized by the operating agreement may sign. A person holding a proper power of attorney may also execute them.

Is there an LLC revocation filing?

Chapter 347 and the current LLC forms list no voluntary-dissolution revocation procedure. A Statement of Correction fixes an incorrect statement; it is not a general way to reverse a valid dissolution decision.

Statutes and sources

• Mo. Rev. Stat. §§ 347.137-.141 — dissolution, winding up, distributions, termination survival, and claim procedures; accessed July 28, 2026.
• Mo. Rev. Stat. §§ 347.045, .047, .055, .109, .147, and .179 — termination contents, signer, correction, distribution liability, winding authority, and statutory fees; accessed July 28, 2026.
• Form LLC-13, Form LLC-5, and SOS forms index — current filing sequence, fields, and $25 fees; accessed July 28, 2026.
• Missouri SOS online-filings guidance — online dissolution and termination route; accessed July 28, 2026.