What does it mean when a company has been administratively dissolved?

Administrative dissolution is an action taken by the Secretary of State that results in the loss of a business entity's rights, powers and authority. Reinstatement is the action taken that restores an administratively dissolved business entity's rights, powers, and authority.

How do I close a corporation in Missouri?

For Missouri residents, forms to complete the dissolution of a company can be found on the Missouri Secretary of State's website. For-profit corporations need to complete Articles of Dissolution by Voluntary Action, Request for Termination and Resolution to Dissolve.

US Legal Forms
Missouri Dissolution Package to Dissolve Corporation

Missouri Dissolution Package to Dissolve Corporation

Category:

Corporations - Dissolution

State:

Missouri

Control #:

MO-DP-0001

Format:

Instant download

About this form

The Missouri Dissolution Package to Dissolve Corporation includes all necessary documents and instructions for voluntarily dissolving a corporation in Missouri. This form package distinguishes itself by providing step-by-step guidance, ensuring compliance with legal requirements, and making the dissolution process straightforward and manageable for users.

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Common use cases

This form package is essential when the owners or directors of a corporation in Missouri decide to voluntarily dissolve the corporation. This may occur due to various reasons, such as a strategic business decision, financial difficulties, or a determination that the corporation is no longer needed or profitable.

Who this form is for

Corporation owners or shareholders seeking to dissolve their business.
Directors of a corporation wishing to submit a proposal for dissolution.
Legal representatives assisting in the dissolution process.

Completing this form step by step

Identify the corporation's name exactly as it appears on state records.
Complete the Resolution to Dissolve Affidavit if there are no issued shares or business activity.
File the Articles of Dissolution with the required voting information and signatures.
Notify known claimants in writing and publish a notice to inform unknown claimants.
Submit the Request for Termination once all affairs have been wound up, along with any necessary fees.

Notarization guidance

In most cases, this form does not require notarization. However, some jurisdictions or signing circumstances might. US Legal Forms offers online notarization powered by Notarize, accessible 24/7 for a quick, remote process.

Typical mistakes to avoid

Failing to obtain the necessary votes or consents from shareholders for dissolution.
Neglecting to notify claimants, which could lead to future liability issues.
Not completing all required forms or submitting them with incorrect or incomplete information.

Why use this form online

Convenience of downloading the forms instantly and accessing them anytime.
Editability to customize forms according to specific corporation details.
Reliability of legally compliant documents reviewed by licensed attorneys.

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FAQ

The process of dissolving a corporation includes several key actions. Start by holding a meeting to approve dissolution, then file the Articles of Dissolution with your state. Afterward, address any outstanding debts and notify all stakeholders. Utilizing the Missouri Dissolution Package to Dissolve Corporation can ensure you follow all the necessary steps and complete the process correctly.

Dissolving a corporation involves multiple steps that ensure compliance with state laws. Begin by obtaining board approval and filing the necessary dissolution documents with the state. Next, you should notify creditors, settle debts, and distribute remaining assets to shareholders. The Missouri Dissolution Package to Dissolve Corporation provides a comprehensive guide to make this process smoother.

When you dissolve a C corporation, the tax consequences can vary. Generally, the corporation may owe taxes on any gains from asset sales, and shareholders may face taxes on distributions received. It is essential to work with a tax professional to understand these implications fully. The Missouri Dissolution Package to Dissolve Corporation can help you navigate these tax considerations effectively.

Closing a C corporation involves several crucial steps. First, you should hold a board meeting to approve the dissolution, followed by filing the Articles of Dissolution with the state. Finally, you will need to settle any debts and distribute remaining assets. The Missouri Dissolution Package to Dissolve Corporation simplifies these steps, guiding you through each phase effectively.

To notify the IRS of the dissolution of your corporation, you must file your final tax return, marking it as a 'final return.' Additionally, ensure you include all relevant forms, such as Form 966 for corporate dissolution. Using the Missouri Dissolution Package to Dissolve Corporation can help streamline this process, ensuring you fulfill all necessary requirements.

Failing to dissolve the corporation allows third parties to continue to sue the corporation as if it is still in operation. A judgment might mean that shareholders use the money received from distributed assets when the corporation closed down to satisfy judgments against the corporation.

When a corporation is dissolved, it no longer legally exists and, in most cases, its debts disappear as well. State laws usually give additional time beyond the dissolution for creditors to file suits for failure to pay any corporate debts or for the wrongful distribution of corporate assets.

Administrative dissolution is an action taken by the Secretary of State that results in the loss of a business entity's rights, powers and authority. Reinstatement is the action taken that restores an administratively dissolved business entity's rights, powers, and authority.

Dissolve the Legal Entity (LLC or Corporation) with the State. An LLC or Corporation needs to be officially dissolved. Pay Any Outstanding Bills. You need to satisfy any company debts before closing the business. Cancel Any Business Licenses or Permits. File Your Final Federal and State Tax Returns.

For Missouri residents, forms to complete the dissolution of a company can be found on the Missouri Secretary of State's website. For-profit corporations need to complete Articles of Dissolution by Voluntary Action, Request for Termination and Resolution to Dissolve.

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Missouri Dissolution Package to Dissolve Corporation

CORPORATE DISSOLUTION

MISSOURI

STATUTORY REFERENCE

MISSOURI REVISED STATUTES, Â§Â§ 351.462 through 351.504

In Missouri, a corporation may be dissolved voluntarily, administratively, or judicially.Â THIS SUMMARY ADDRESSES ONLY VOLUNTARY DISSOLUTION.

A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the secretary of state for filing articles of dissolution that set forth: (1) The name of the corporation;
(2) The date of its incorporation;
(3) Either that none of the corporation's shares have been issued, or that the corporation has not commenced business;
(4) That no debt of the corporation remains unpaid;
(5) That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and
(6) That a majority of the incorporators or initial directors authorized the dissolution.

A corporation's board of directors may propose dissolution for submission to the shareholders and may condition its submission of the proposal for dissolution on any basis.Â For a proposal to dissolve to be adopted: (1) The board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and
(2) The shareholders entitled to vote must approve the proposal to dissolve as provided by law.

The corporation must notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting.Â The notice must state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.

Unless the articles of incorporation or the board of directors require a greater vote, including a vote by any class of stock or any series of any class, the proposal to dissolve to be adopted must be approved by at least two-thirds of the votes entitled to be cast on that proposal.

A corporation may be dissolved by the written consent of the holders of record of all of its outstanding shares entitled to vote on dissolution.

At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth: (1) The name of the corporation;
(2) The date dissolution was authorized;
(3) If dissolution was approved by the shareholders: (a) The number of votes entitled to be cast on the proposal to dissolve; and
(b) Either the total number of votes cast for and against dissolution or the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval or a statement that the dissolution was approved by the written consent of all shareholders; (4) If voting by any class of stock or any series of any class of stock was required, information by statute must be separately provided for each class of stock or series of stock entitled to vote separately on the plan to dissolve.

A corporation is dissolved upon the effective date of its articles of dissolution.

A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (1) Collecting its assets;
(2) Disposing of its properties that will not be distributed in kind to its shareholders;
(3) Discharging or making provision for discharging its liabilities;
(4) Distributing its remaining property among its shareholders according to their interests; and
(5) Doing every other act necessary to wind up and liquidate its business and affairs.

Dissolution of a corporation does not: (1) Transfer title to the corporation's property;
(2) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;
(3) Subject its directors or officers to standards of conduct different from those applicable to directors and officers of a corporation which has not been dissolved (any officer or director who conducts business on behalf of the corporation except as provided by statute shall be personally liable for any obligation so incurred);
(4) Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;
(5) Prevent commencement of a proceeding by or against the corporation in its corporate name;
(6) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution;
(7) Terminate the authority of the registered agent of the corporation; or
(8) Make available for use by others its corporate name for a period of one year from the effective date of its dissolution.

After dissolution is authorized, or the corporation has been dissolved pursuant to law, a corporation shall dispose of the known claims against it.Â The corporation must notify its known claimants in writing by United States Postal Service of the dissolution at any time after dissolution is authorized. The written notice must: (1) Describe information that must be included in a claim;
(2) Provide a mailing address where a claim may be sent;
(3) State the deadline, which may not be fewer than one hundred eighty days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and
(4) State that the claim will be barred if not received by the deadline.

Other rules of law, including rules on the permissibility of third-party claims, to the contrary notwithstanding, a claim against a corporation dissolved without fraudulent intent is barred: (1) If a claimant who was given the requisite written does not deliver the claim to the corporation by the deadline;
(2) If a claimant whose claim was rejected by the dissolved corporation does not commence proceedings to enforce the claim within ninety days from the effective date of the rejection notice.

A "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.

"Fraudulent intent" is established if it is shown that the sole or primary purpose of the authorization for dissolution was to defraud shareholders, creditors or others.

After dissolution is authorized, or the corporation has been dissolved pursuant to law, a corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.Â The notice must: (1) Be published one time in a newspaper of general circulation in the county where the corporation's principal office, or, if none in this state, its registered office, is or was last located;
(2) Be published one time in a publication of statewide circulation whose audience is primarily persons engaged in the practice of law in this state and which is published not less than four times per year;
(3) At the request of the corporation, be published by the secretary of state in an electronic format accessible to the public;
(4) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and
(5) State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within two years after the publication of the notice.

Other rules of law, including rules on the permissibility of third-party claims, to the contrary notwithstanding, if a corporation dissolved without fraudulent intent publishes notices in accordance with the statutory provisions, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within two years after the publication date of whichever of the notices was published last: (1) A claimant who did not receive written notice pursuant to section 351.478;
(2) A claimant whose claim was timely sent to the dissolved corporation but not acted on;
(3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.

A claim may be enforced only: (1) Against the dissolved corporation, to the extent of its undistributed assets; or
(2) If the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of the shareholder's pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but a shareholder's total liability for all claims may not exceed the total amount of assets distributed to the shareholder.

A claim against a corporation dissolved pursuant to statute for which claim the corporation has a contract of insurance which will indemnify the corporation for any adverse result from such claim: (1) Is not subject to the provisions of Â§351.478 or Â§351.482, and may not be barred by compliance with those sections;
(2) May be asserted at any time within the statutory period otherwise provided by law for such claims;
(3) May be asserted against, and service of process had upon, the dissolved or dissolving corporation for whom the court, at the request of the party bringing the suit, shall appoint a defendant ad litem.

Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them may be reduced to cash and deposited with the state treasurer for safekeeping. When the creditor, claimant, or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the state treasurer or other appropriate state official shall pay him or his representative that amount

Note: All Information and Previews are subject to the Disclaimer located on the main forms page, and also linked at the bottom of all search results.

Missouri Dissolution Package to Dissolve Corporation

CORPORATE DISSOLUTION

MISSOURI

STATUTORY REFERENCE

MISSOURI REVISED STATUTES, Â§Â§ 351.462 through 351.504

In Missouri, a corporation may be dissolved voluntarily, administratively, or judicially.Â THIS SUMMARY ADDRESSES ONLY VOLUNTARY DISSOLUTION.

A corporation may be dissolved by the written consent of the holders of record of all of its outstanding shares entitled to vote on dissolution.

A corporation is dissolved upon the effective date of its articles of dissolution.

A "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.

"Fraudulent intent" is established if it is shown that the sole or primary purpose of the authorization for dissolution was to defraud shareholders, creditors or others.

Note: All Information and Previews are subject to the Disclaimer located on the main forms page, and also linked at the bottom of all search results.

Missouri Dissolution Package to Dissolve Corporation

About this form

Related forms

Common use cases

Who this form is for

Completing this form step by step

Notarization guidance

Typical mistakes to avoid

Why use this form online

Viewed forms

Form popularity

FAQ

What is the process of dissolving a corporation?

What are the steps involved in dissolving a corporation?

What are the tax consequences of dissolving a C corporation?

What are the steps for closing a C corporation?

How do I notify the IRS of dissolution of a corporation?

What happens if you do not dissolve a corporation?

What happens when a corporation is dissolved?

What does it mean when a company has been administratively dissolved?

How do I dissolve an inactive corporation?

How do I close a corporation in Missouri?

Explore more forms

Trusted and secure by over 3 million people of the world’s leading companies

Missouri Dissolution Package to Dissolve Corporation

About this form

Related forms

Common use cases

Who this form is for

Completing this form step by step

Notarization guidance

Typical mistakes to avoid

Why use this form online

Viewed forms

Form popularity

FAQ

What is the process of dissolving a corporation?

What are the steps involved in dissolving a corporation?

What are the tax consequences of dissolving a C corporation?

What are the steps for closing a C corporation?

How do I notify the IRS of dissolution of a corporation?

What happens if you do not dissolve a corporation?

What happens when a corporation is dissolved?

What does it mean when a company has been administratively dissolved?

How do I dissolve an inactive corporation?

How do I close a corporation in Missouri?

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