LLC Dissolution

Need help dissolving your LLC? We are here for you!

Limited liability companies (LLCs) are a popular business entity in Missouri. Indeed, thousands of people form LLCs each year with the state. LLCs provide the limited liability protection that many people like about the corporate form, coupled with a simpler formation and fewer reporting requirements.

To dissolve an LLC, however, requires careful planning. Simply turning off the lights can increase your exposure to legal liability and inflate the costs of ultimately unwinding the business. You don’t want to forget to pay your taxes, pay claims against the LLC, or forget to pay employees. Doing so can drag out the dissolution process and possibly result in a lawsuit.

For help dissolving a Jefferson County LLC, contact Call & Gentry Law Group today. We can walk you through the process and handle all paperwork to make this as smooth a process as possible.

How to Voluntarily Dissolve an LLC

There are many reasons why you might want to dissolve an LLC. For example, you might have closed the business, or an important member died, making it unrealistic to continue. If you are a husband and wife that started the business together and are dealing with divorce lawyers for a legal separation, you too might be wanting to dissolve the business.

However, the reason for dissolution rarely matters. Instead, the most important thing is to follow the correct procedure for shutting down your LLC. In most situations, your operating agreement or articles of organization should include a section on how to dissolve. This is the document you created when you formed the LLC and filed with the state. Generally, most agreements state that a certain number or percentage of owners (called members) should support the dissolution of the business.

Regardless of what you find in your foundational documents, however, Missouri law gives all LLCs a simple way to dissolve: written consent by all members. Our lawyers can help you document your dissolution vote in case there are challenges later. We have been practicing law for many years and are well experienced with this process! Call us today to for a free consultation!

Things to keep in mind when dissolving your LLC

Giving the State Notice

The public needs notice of the dissolution. You should provide a written notice of winding up to the Missouri Secretary of State’s office. Contact them for more information. Generally, your notice of winding up contains certain information, such as your LLC name and the date the articles of organization were filed, as well as the names and address of where people can file claims against the LLC. Our law office can help make sure that this notice is written to perfection!

You will need to pay a fee to file this notice with the Secretary of State.

Giving Notice to Creditors

Many LLCs have one or more creditors at the time of dissolution. Missouri law requires that they get paid out of LLC assets when you dissolve. For that reason, it’s generally helpful to provide notice directly to them that you are winding up. Even if this notice is optional, it provides protection from having legal issues down the road.

Ideally, you should provide written notice to each claimant. Give them a deadline for submitting their claim and very clearly provide the name and address of who the claim should be submitted to. Also include what other information you want to see, such as a description of the claim and the amount. You should also give a deadline and state the claim is barred if the creditor does not forward it in time.

Your LLC might also have unknown claimants. For example, if someone was injured on your LLC property, they could have a personal injury claim against the LLC—even if they have yet to file. You can give unknown claimants notice by publishing a notice in the newspaper, such as the Missouri Register. An attorney is a big benefit at ensuring you provide proper notification to the public.

Winding Up the Business

The process of shutting down your business is called “winding up.” In short, you are settling final accounts so that the LLC can fully close. You will probably name one or more members to handle the winding up, which should include:
Collecting LLC assets

• Paying the LLC’s liabilities, or making plans for how to pay them
• Disposing of LLC assets
• Applying LLC assets to creditors
• Distributing remaining assets to LLC members

Applying assets is complicated. Missouri law provides a particular order you need to follow. For example, creditors get paid first. This means you should pay all your taxes and any claims before distributing the remaining assets to members. Sometimes, members are also creditors, so they need to be paid before any remaining assets are distributed. Your failure to follow this sequence could result in an expensive lawsuit. Our lawyers will walk you through the entire process! Give us a call today!

Filing Articles of Termination with the State

Once you have distributed all LLC property, you must file articles of termination with the Missouri Secretary of State. These articles require certain information, which is quite similar to what you included in the notice of winding up. Once filed, your LLC no longer exists in Missouri.

A Word on Involuntary Dissolution of an LLC

The above article has dealt with how to voluntarily dissolve and wind up an LLC. In some cases, the Attorney General might dissolve the LLC according to Missouri law. For example, the Attorney General might seek dissolution if your LLC has:

• Obtained articles of organization fraudulently
• Abused or exceeded its authority
• Conducted business in a fraudulent manner
• Abused its powers contrary to public policy

In other situations, a member can request dissolution from the court when it’s not practicable to continue to carry on business according to your operating agreement.

Involuntary dissolution is a serious step for a court to take. Nevertheless, we recommend that you hire an attorney if you seek to fight it. Sometimes, members bring involuntary dissolution actions out of spite, hoping to start up a new company using trade secrets. We can advise you of your rights.

Why You Should Hire Us

Winding up an LLC is not as simple as most members imagine. Even if your company was in existence for only a short period of time, it could have known or unknown creditors. You simply cannot hand out LLC property to members and then lock the door.

Contact Call & Gentry today to schedule a free consultation. We will shepherd you through the dissolution process, protecting your rights as we do so. We can also handle any litigation that might crop up involving claims or related issues.