Updated August 12, 2026. Quick answer. To dissolve an LLC in Missouri you file the Two-step: (1) Notice of Winding Up, and it can be filed online or on paper. Fee: $25 + $25 (total $50 for both filings). Missouri requires no tax-clearance certificate to accept the filing. Until that filing is accepted the LLC still legally exists — and whatever Missouri charges an LLC each year keeps accruing against it.
What you file in Missouri, and what it costs
| Item | Detail |
|---|---|
| Filing | Two-step: (1) Notice of Winding Up, Form LLC-13; then (2) Articles of Termination for Limited Liability Company, Form LLC-5 — both filed with the Missouri Secretary of State, Corporations Division |
| Fee | $25 + $25 (total $50 for both filings) |
| How you can file | both — SOS forms page: both LLC-13 and LLC-5 are available through ‘Online Business Services’ (bsd.sos.mo.gov) and as paper forms mailed to Corporations Division, PO Box 778, Jefferson City, MO 65102. |
| Tax clearance | not required |
| Statute | RSMo §§ 347.137 (dissolution events; notice of winding up), 347.045 (articles of termination), 347.139 (effect of dissolution; existence continues until termination) |
SOS forms page: ‘A notice of winding up is required to be of record prior to an article of termination being accepted’ — the two cannot be filed simultaneously. Form LLC-5 item 5 requires the date the notice of winding up was filed. Trigger: RSMo § 347.137 — as soon as possible after a dissolution event ‘the limited liability company shall file a notice of winding up with the secretary which discloses the dissolution… and the commencement of winding up’; RSMo § 347.045 — after assets are distributed per § 347.139, ‘the articles of organization shall be cancelled by filing articles of termination with the secretary.’
On the fee. Official Schedule of Fees and Charges (01/2025), Chapter 347 fees: ‘Winding up of a Limited Liability Company $25.00’ and ‘Termination of a Limited Liability Company $25.00.’ Form LLC-5 itself states ‘Submit with filing fee of $25.00.’ No online/paper price difference for these two filings; electronic payments incur a small third-party convenience fee. amount_usd is the combined mandatory total since both filings are required.
Tax clearance in Missouri
No tax-clearance certificate is required to file in Missouri. That is not the same as owing nothing — it means the state will accept the filing without a revenue-agency sign-off first.
Neither Form LLC-13 nor Form LLC-5 (both read in full) requires any Department of Revenue clearance attachment, and RSMo §§ 347.045/347.137 impose no clearance condition. Missouri’s SOS FAQ mentions a DOR tax clearance letter only for CORPORATE reinstatement after administrative dissolution, not for LLC voluntary termination.
Do not just walk away
Closing the business is not closing the entity. Limited state-registry consequence: Missouri LLCs file NO annual registration reports, so there is no report-based administrative dissolution trigger; the LLC remains of record, and open DOR tax accounts continue to require returns until closed
SOS FAQ: ‘Do limited liability companies have to file an annual report? No.’ (sos.mo.gov/business/faqs). Administrative dissolution for failure to file annual reports is described by the SOS only for corporations. The practical exposure from walking away is on the tax side: sales/withholding accounts left open continue to accrue filing obligations until closed via Form 126. No Missouri source states personal-liability consequences for members.
Closing the tax accounts
Close DOR business tax accounts (sales/use, withholding) with Registration or Exemption Change Request Form 126; file final returns marked final with close date
MO DOR: ‘complete Registration Change Request Form 126 and mail it to Missouri Department of Revenue, PO Box 3300, Jefferson City, MO 65105 or email it to [email protected]’; ‘If this is your final return, you should enter the close date and check the reason for closing your account.’ Source: dor.mo.gov/how-do-i/change-business-tax-account.html and Form 126 (dor.mo.gov/forms/126.pdf).
Before you file
- The order the steps go in — internal decision, creditors and distributions, the state filing, the final returns, then the registrations you are still paying for.
- What an LLC costs to keep alive in Missouri — the bill that keeps running until this filing lands.
- What dissolution costs in all 51 jurisdictions — the fee, the filing route and the tax-clearance flag, side by side.
- What happens if you simply stop filing — administrative dissolution is the walk-away trap happening to you rather than by you.
We do not form or dissolve LLCs, sell filing services, or take a commission from anyone who does. No advertising appears on this page and we earn nothing from it.
Sources and limits
RSMo §§ 347.137 (dissolution events; notice of winding up), 347.045 (articles of termination), 347.139 (effect of dissolution; existence continues until termination). Fee, form and procedure read 2026-08-10 from the official source.
Research note. Fee schedule PDF read in full (Chapter 347 section). Form text verified from https://www.sos.mo.gov/CMSImages/Business/llc5.pdf; forms list at https://www.sos.mo.gov/business/corporations/forms; statute at https://revisor.mo.gov/main/OneSection.aspx?section=347.137; DOR steps at https://dor.mo.gov/how-do-i/change-business-tax-account.html.
Honest gap. This page covers the state filing that ends the entity, its fee and its tax-clearance condition. It does not cover creditor claims against a dissolved LLC, disputes between members, the tax treatment of a final distribution, reinstatement after an administrative dissolution, or withdrawal from any other state you registered in — each of those has its own rules. General information, not legal or tax advice. See methodology and corrections.