Corporate dissolution begins by the Board of Directors and Shareholders approving a plan of dissolution, either by formal meeting or action by unanimous consent.
You should contact your accountant and confirm that their office will take care of preparing and filing the final corporate income tax return as of its year end. By that date, all bills need to be paid, bank accounts closed out, and assets distributed. The corporation will also need to file final sales tax and employment tax returns.
Request for Tax Clearance
Missouri form 943, Request for Tax Clearance, must be filed with the Missouri Department of Revenue. If any taxes are due you will receive a letter listing those taxes and the taxes must be paid before a clearance will be issued. If dissolution is not completed before the corporation’s year end, you will have to apply for another tax clearance for the following year.
Articles of Dissolution
Once a tax clearance is obtained from the Department of Revenue, you must file Articles of Dissolution By Voluntary Action with the Missouri Secretary of State’s office, together with the tax clearance and appropriate fees.
Cancellation of the Fictitious Name Registration
A Cancellation of the Fictitious Name Registration should be filed for any fictitious names registered with the Missouri Secretary of State.
IRS Form 966
Within 30 days of approval of the dissolution plan you must file IRS Form 966, Corporate Dissolution or Liquidation, which is notice to the IRS of the dissolution, together with a copy of the dissolution plan certified by the corporation’s secretary. If the dissolution plan is amended another form 966 must be filed.
The next step is the “winding up” of the corporation’s affairs, such as collecting amounts owed to the corporation, selling assets and paying the corporation’s debts.
Notice to creditors
You will send Notice of Corporate Dissolution to known creditors (ones you are aware of), and publish notice to “unknown” creditors once for the entire State of Missouri and once for the county where the corporation operated, to advise creditors the corporation is being liquidated and that they need to file claims. If known creditors do not file their claims within 6 months and “unknown” creditors do not file their claims within 2 years, their claims are barred and un-collectible.
Distributions to shareholders
Funds or assets remaining after winding up can be distributed to shareholders. A Bill of Sale is used for personal property and deed for real estate. Vehicles and other assets require transfer of title, etc.
Notice of Termination
Once the winding up is complete and assets distributed, the corporation is ready to file a Request for Termination of Corporation with the Missouri Secretary of State and the dissolution process will be complete.