Nonprofit Corporation Administrative Dissolution and Reinstatement in Missouri

At a glance

Requirements one by one

Grounds and report timing

Mo. Rev. Stat. § 355.706 permits a proceeding when a chapter fee or penalty is 30 days overdue, or a corporate registration report is 90 days overdue. Sections 355.856 and 355.857 provide for annual reports and a biennial filing option. The same grounds provision covers a 30-day registered-agent or office lapse, a 30-day failure to report an agent or office change, resignation, or discontinuance, expiration of the duration stated in the articles, and a charter procured through fraud practiced on the state.

Notice and loss of status

Under § 355.711(1)–(2), the Secretary serves a written determination and may sign a dissolution certificate if the corporation neither corrects nor disproves each ground within at least 60 days after service is perfected. Section 355.176 makes the registered agent a service recipient and permits registered or certified mail to the secretary at the last reported principal office when the agent is absent or cannot reasonably be served. The certificate states its effective date; the Secretary files it and serves a copy. For a public benefit corporation, the Secretary also notifies the attorney general.

Activity afterward and reinstatement

Section 355.711(3)–(5) preserves corporate existence only for winding up and claimant notices, keeps the registered agent's authority, and holds the dissolved name from use by others for two years. Section 355.691 includes preservation of assets, provision for liabilities, and distributions under the articles or bylaws among permitted winding-up acts.

Under § 355.716(1), the corporation applies with its name and dissolution date, a statement that the grounds are gone or never existed, a name satisfying § 355.146, and a revenue certificate showing paid taxes if the corporation pays taxes. Section 355.021(1)(13) sets a $20 application fee. The Secretary cancels the dissolution certificate and files a reinstatement certificate if the statutory conditions are satisfied; reinstatement relates back to dissolution. Section 355.721 permits review of a written denial in Cole County circuit court within 90 days after service is perfected.

What trips people up

The delinquency thresholds in § 355.706 do not start the later cure clock. Section 355.711 measures the latter from perfected service of the Secretary's notice, and sets a minimum of 60 days. If the registered agent cannot be served, § 355.176 gives alternative mail-service rules, including a deemed-service date in specified circumstances.

Common questions

Does dissolution free the name immediately? Section 355.711(5) keeps it unavailable to others for two years; an applicant returning under § 355.716 must still satisfy the name rule in § 355.146.

Can an older report forfeiture be reinstated? Section 355.716(1) expressly includes a corporation forfeited after 1978 for failing to file an annual report.

Statutes and sources

• Mo. Rev. Stat. § 355.706 — “The secretary of state may commence a proceeding under section 355.711 to administratively dissolve a corporation if:” (official section, accessed 2026-09-28).
• Mo. Rev. Stat. § 355.711 — “The administrative dissolution of a corporation does not terminate the authority of its registered agent.” (official section, accessed 2026-09-28).
• Mo. Rev. Stat. § 355.716 — “When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution or forfeiture” (official section, accessed 2026-09-28).
• Mo. Rev. Stat. § 355.721 — “The corporation may appeal the denial of reinstatement to the circuit court of Cole County within ninety days after service of the notice of denial is perfected.” (official section, accessed 2026-09-28).
• Mo. Rev. Stat. § 355.176 — “A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation.” (official section, accessed 2026-09-28).
• Mo. Rev. Stat. § 355.691 — “A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs” (official section, accessed 2026-09-28).
• Mo. Rev. Stat. § 355.146 — “a corporate name must be distinguishable upon the records of the secretary of state” (official section, accessed 2026-09-28).
• Mo. Rev. Stat. § 355.021 — “Application for reinstatement following administrative dissolution, twenty dollars;” (official section, accessed 2026-09-28).
• Mo. Rev. Stat. § 355.856 — “Each domestic corporation, and each foreign corporation authorized pursuant to this chapter to transact business in this state, shall file with the secretary of state a corporate registration report” (official section, accessed 2026-09-28).
• Mo. Rev. Stat. § 355.857 — “the secretary of state may provide corporations the option of biennially filing corporate registration reports.” (official section, accessed 2026-09-28).