Missouri Articles of Dissolution

Introduction

Key Things to Know

1. 1

   Articles of Dissolution by Voluntary Action, Missouri Secretary of State form Corp. 46, is the filing that dissolves a domestic for-profit corporation organized under The General and Business Corporation Law of Missouri. It is the first of two filings, not the whole job. A Missouri nonprofit corporation uses a different form, Corp. 45, and a Missouri LLC files Articles of Termination, form LLC 5.

2. 2

   The corporation is dissolved on the effective date of the articles (Section 351.468.2) but it is not terminated. Termination takes a second filing, form Corp. 47, the Request for Termination, which the Secretary of State answers by issuing a certificate of termination. Existence ceases on the date that certificate issues (Section 351.522.3).

3. 3

   The tax clearance sits on the second filing, not the first. Form Corp. 47 is to be submitted with a Certificate of Tax Clearance issued by the Missouri Department of Revenue. The corporation asks for it on Department of Revenue Form 943, Request for Tax Clearance, there is no fee for the request, and the Department reviews every tax type plus the corporation's Division of Employment Security account, all of which must be filed and paid in full.

4. 4

   The clearance letter is valid for only 60 days. Form 943 warns against requesting it too soon, and the Secretary of State will take a faxed copy so long as it is inside that 60-day window. Request it after the wind-up is finished, not at the start.

5. 5

   Each filing costs $25.00: $25.00 for Corp. 46 and another $25.00 for Corp. 47, so $50.00 across the two. The statute reads twenty dollars for each (Sections 351.658(4) and 351.522.2); the extra five dollars is the technology trust fund surcharge under Section 351.127, which the published fee schedule confirms is already inside the printed figure. Section 351.127 is set to expire on December 31, 2026, so confirm the fee after that date.

6. 6

   Dissolution needs the approval of at least two thirds of the votes entitled to be cast on the proposal, unless the articles of incorporation or the board set a higher bar (Section 351.464.5). Note that the threshold runs on votes entitled to be cast, so abstentions tell against it. The alternative is written consent of the holders of record of all outstanding shares entitled to vote (Section 351.466), which Corp. 46 captures in a single checkbox.

7. 7

   A corporation that never issued shares or never commenced business can use the short route instead: form Corp. 57, the Resolution to Dissolve Affidavit, authorized by Section 351.462 and signed by a majority of the incorporators or initial directors. It is also $25.00, and it replaces the first filing only, so the Request for Termination and its tax clearance still follow.

Missouri Requirements for Articles of Dissolution

• Certificate of Tax Clearance on the Second Filing

  Form Corp. 47, the Request for Termination, is to be submitted with a Certificate of Tax Clearance issued by the Missouri Department of Revenue. Form Corp. 46, the Articles of Dissolution, requires none: a scan of the whole form finds no mention of tax clearance, the Department of Revenue or Form 943. The clearance gates termination, not dissolution.

• Department of Revenue Form 943, Free, Valid 60 Days

  The clearance is requested on Department of Revenue Form 943, Request for Tax Clearance, under the Withdrawal or Termination reason, signed by an owner or officer. There is no fee. Every tax type and the corporation's Division of Employment Security account are reviewed and must be filed and paid in full. The letter is valid for 60 days, so requesting it before the wind-up ends wastes it.

• Form Corp. 46 First, Then Form Corp. 47

  Missouri runs two filings in a fixed order. Corp. 46, Articles of Dissolution by Voluntary Action, dissolves the corporation under Section 351.468. Corp. 47, Request for Termination, ends its existence under Section 351.522 and draws a certificate of termination in reply. The Corporations Division catalog states the rule: articles of dissolution by voluntary action must be of record before a termination is filed. Both forms are revision 01/2025.

• Each Filing Costs 25 Dollars, Not Twenty

  The published Schedule of Fees and Charges lists Articles of Voluntary Dissolution at $25.00 and Request for Termination at $25.00, matching both form faces, so the two filings cost $50.00 together. The statute says twenty dollars each (Sections 351.658(4) and 351.522.2); the extra five dollars is the Section 351.127 technology trust fund surcharge, which the schedule confirms is already in the printed figure. Section 351.127 expires December 31, 2026.

• Two Thirds of the Votes Entitled to Be Cast

  Section 351.464.5 requires approval by at least two thirds of the votes entitled to be cast on the proposal, unless the articles of incorporation or the board set a higher threshold or a class or series votes separately. Because the measure is votes entitled to be cast, shares that abstain count against approval. The alternative is written consent of the holders of record of all outstanding shares entitled to vote (Section 351.466).

• Written Notice to Known Claimants, 180 Days Minimum

  Section 351.478.2 is mandatory: the corporation shall notify its known claimants in writing by United States Postal Service, describing what a claim must contain, giving a mailing address, setting a deadline not fewer than 180 days from the effective date of the notice, and warning that a late claim is barred. A claimant whose claim is rejected has 90 days from the rejection notice to start proceedings. Section 351.522.1 allows the Request for Termination only after these claims are disposed of.

• Optional Publication and the Two Year Bar

  Publication to unknown claimants is elective: Section 351.482.1 says the corporation may also publish notice. Electing it needs two publications, one in a newspaper of general circulation in the county of the principal or last registered office and one in a statewide publication whose audience is primarily Missouri lawyers and which appears at least four times a year, plus optional electronic publication by the Secretary of State. The bar is two years from the last publication date, and claims then reach shareholders only up to what each received.

• Short Route on Form Corp. 57 for an Unstarted Corporation

  Section 351.462 lets a majority of the incorporators or initial directors dissolve a corporation that has not issued shares or has not commenced business, on form Corp. 57, the Resolution to Dissolve Affidavit, for $25.00. Its recitals cover the incorporation date, that no shares were issued or no business begun, that no debt remains unpaid, and that any net assets were distributed. It stands in for Corp. 46 only, so the Request for Termination and its tax clearance still follow.