Nonprofit Corporation Voluntary Dissolution Filing Requirements in Missouri

At a glance

Requirements one by one

Board or manager approval

Section 355.671 generally requires board approval and any required member and outside approvals. The ordinary board rule in § 355.401 uses a majority of directors present when a quorum exists, subject to greater requirements. For a memberless corporation, § 355.671 instead requires a majority of directors in office. Section 355.666 separately allows a majority of incorporators or directors of a memberless corporation to use its articles-and-plan route, subject to approvals required by the articles or bylaws.

Member vote and class approval

Section 355.671 uses “two-thirds of the votes cast or a majority of the voting power, whichever is less.” The chapter, articles, bylaws, or board/member conditions may require a greater vote or voting by class. Section 355.281 supplies the ordinary 10% quorum, subject to higher or lower governing requirements. Section 355.246 permits written consent by members holding at least 80% of voting power unless limited or prohibited by the articles or bylaws. Nonsigning members receive written notice, and when that notice is required, approval takes effect ten days afterward. The dissolution solicitation must include the plan under § 355.671.

Notice, plan, and other approval

The plan identifies the intended asset recipients after creditors are paid. Under § 355.671, the meeting notice or written solicitation contains a copy or summary. Member notice follows § 355.251, including its 10–60-day ordinary timing and 30–60-day rule for mail other than first-class or registered mail. Memberless board-meeting notice follows § 355.386 plus the dissolution-purpose and plan statements. Any outside approval required through § 355.606 must be in writing.

Filing contents and signer

Section 355.681 requires sufficient-board-approval statements, the applicable member/class voting data or statement that member approval was unnecessary, and any required outside approval. A public-benefit corporation also states that the Attorney General notice was given. Section 355.011 specifies the presiding board officer, president or other officer as ordinary signers, with an incorporator or court-appointed fiduciary in the specified alternatives; the signer gives a name and capacity.

Fee and effective time

Section 355.021 sets a $5 dissolution fee; § 355.703 sets a separate $5 termination fee. Section 355.681 ties dissolution to the articles' effective date, while § 355.026 provides filing-date and permitted delayed-date rules. Termination articles state that filed claims were disposed of and debts, obligations and liabilities were discharged or adequately provided for; existence ends when those articles take effect under § 355.703.

Revocation or reversal

Section 355.686 allows reversal before termination takes effect. The same authorizing process applies unless the original authorization permitted board-only reversal. File revocation articles and a copy of the dissolution articles; effective revocation relates back and resumes corporate activities as if dissolution had not occurred. Section 355.021 supplies the $5 fee.

What trips people up

• The Attorney General notice starts a transfer restriction. Under § 355.676, a public-benefit corporation gives written notice and the plan at or before filing dissolution articles. Asset transfers wait 20 days after notice, unless written consent or a written no-action response arrives sooner. Its later recipient-list requirement has an express church/convention/association-of-churches exception.
• Dissolution does not end reporting. Section 355.688 requires corporate registration reports and required Missouri taxes until termination takes effect.
• Dissolution does not erase asset restrictions. Section 355.691 preserves conditional-return requirements and the statutory public-benefit residual-asset limits.

Common questions

Does the registered agent's authority end when dissolution articles take effect?

No. Section 355.691(2)(6) preserves it.

Does the property automatically change owners?

No. Section 355.691(2)(1) says dissolution does not transfer title to corporate property.

Statutes and sources

Mo. Rev. Stat. § 355.066

(6) "Corporation", public benefit and mutual benefit corporations;

Official text (accessed 2026-09-30).

Mo. Rev. Stat. § 355.666

355.666. Dissolution, articles of, notice, plan. — 1. A majority of the incorporators or directors of a corporation that has no members may, subject to any approval required by the articles or bylaws, dissolve the corporation by delivering to the secretary of state articles of dissolution. 2. The corporation shall give notice of any meeting at which dissolution will be approved. The notice shall be in accordance with subsection 3 of section 355.386. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation. 3. The incorporators or directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.

Official text (accessed 2026-09-30).

Mo. Rev. Stat. § 355.671

355.671. Authorization, approval of dissolution. — 1. Unless this chapter, the articles, bylaws, or the board of directors or members acting pursuant to subsection 3 of this section, require a greater vote or voting by class, dissolution is authorized if it is approved: (1) By the board; (2) By the members, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less; and (3) In writing by any person or persons whose approval is required by a provision of the articles authorized by section 355.606 for an amendment to the articles or bylaws. 2. If the corporation does not have members, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with subsection 3 of section 355.386. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution. 3. The board may condition its submission of the proposed dissolution, and the members may condition their approval of the dissolution on receipt of a higher percentage of affirmative votes or on any other basis. 4. If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with section 355.251. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution. 5. If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution. 6. The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.

Official text (accessed 2026-09-30).

Mo. Rev. Stat. § 355.676

355.676. Dissolution of public benefit corporation. — 1. A public benefit corporation shall give the attorney general written notice that it intends to dissolve at or before the time it delivers articles of dissolution to the secretary of state. The notice shall include a copy or summary of the plan of dissolution. 2. No assets shall be transferred or conveyed by a public benefit corporation as part of the dissolution process until twenty days after it has given the written notice required by subsection 1 of this section to the attorney general or until the attorney general has consented in writing to, or indicated in writing that he will take no action in respect to, the transfer or conveyance, whichever is earlier. 3. When all or substantially all of the assets of a public benefit corporation other than a church or convention or association of churches have been transferred or conveyed following approval of dissolution, the board shall deliver to the attorney general a list showing those, other than creditors, to whom the assets were transferred or conveyed. The list shall indicate the address of each person, other than creditors, who received assets and indicate what assets each received.

Official text (accessed 2026-09-30).

Mo. Rev. Stat. § 355.681

355.681. Articles of dissolution, contents. — 1. At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state articles of dissolution setting forth: (1) The name of the corporation; (2) The date dissolution was authorized; (3) A statement that dissolution was approved by a sufficient vote of the board; (4) If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators; (5) If approval by members was required: (a) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and (b) Either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class; (6) If approval of dissolution by some person or persons other than the members, the board or the incorporators is required pursuant to subdivision (3) of subsection 1 of section 355.671, a statement that the approval was obtained; and (7) If the corporation is a public benefit corporation, that the notice to the attorney general required by subsection 1 of section 355.676 has been given. 2. A corporation is dissolved upon the effective date of its articles of dissolution.

Official text (accessed 2026-09-30).

Mo. Rev. Stat. § 355.686

355.686. Revocation of dissolution. — 1. A corporation may revoke its dissolution at any time prior to the effective date of articles of termination. 2. Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members or any other person. 3. After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth: (1) The name of the corporation; (2) The effective date of the dissolution that was revoked; (3) The date that the revocation of dissolution was authorized; (4) If the corporation's board of directors, or incorporators, revoked the dissolution, a statement to that effect; (5) If the corporation's board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and (6) If member or third person action was required to revoke the dissolution, the information required by subdivisions (5) and (6) of subsection 1 of section 355.681. 4. Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution. 5. When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred.

Official text (accessed 2026-09-30).

Mo. Rev. Stat. § 355.691

355.691. Effect of dissolution. — 1. A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including: (1) Preserving and protecting its assets and minimizing its liabilities; (2) Discharging or making provision for discharging its liabilities and obligations; (3) Disposing of its properties that will not be distributed in kind; (4) Returning, transferring or conveying assets held by the corporation upon a condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition; (5) Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws; (6) If the corporation is a public benefit corporation, and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets exclusively for one or more purposes described in section 501(c)(3) of the Internal Revenue Code; or if the dissolved corporation is not described in section 501(c)(3) of the Internal Revenue Code, to one or more public benefit corporations, including a foreign corporation that would qualify under this chapter as a public benefit corporation; (7) If the corporation is a mutual benefit corporation and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members those persons whom the corporation holds itself out as benefitting or serving; and (8) Doing every other act necessary to wind up and liquidate its assets and affairs. 2. Dissolution of a corporation does not: (1) Transfer title to the corporation's property; (2) Subject its directors or officers to standards of conduct different from those prescribed in sections 355.316 to 355.501; (3) Change quorum or voting requirements for its board or members; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws; (4) Prevent commencement of a proceeding by or against the corporation in its corporate name; (5) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or (6) Terminate the authority of the registered agent.

Official text (accessed 2026-09-30).

Mo. Rev. Stat. § 355.688

355.688. Duty to continue report, tax payments. — A voluntarily dissolved corporation must continue to file the corporate registration report and pay all required taxes due the state of Missouri until the effective date of articles of termination.

Official text (accessed 2026-09-30).

Mo. Rev. Stat. § 355.703

355.703. Articles of termination, contents. — 1. A voluntarily dissolved corporation shall file its articles of termination with the secretary of state's office when it has disposed of all claims filed against it pursuant to this chapter. The articles of termination shall state: (1) The name of the corporation; (2) The date of its dissolution; (3) A statement that it has disposed of all claims filed against it pursuant to this chapter; (4) A statement that all debts, obligations and liabilities of the corporation have been paid and discharged, or adequate provision has been made therefor. 2. The filing fee for filing articles of termination is five dollars. 3. If the secretary of state finds that the articles of termination conform to law and the necessary fees have been paid, he shall issue a certificate of termination which will state that the corporation no longer exists and this cannot be recognized as a separate legal entity with rights and privileges. Upon the effective date of the articles of termination, the corporation will cease existence and its name will be immediately available.

Official text (accessed 2026-09-30).

Mo. Rev. Stat. § 355.011

355.011. Filing requirements. — 1. A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the secretary of state. 2. No document shall be entitled to filing by the secretary of state unless this chapter requires or permits filing the document in the office of the secretary of state. 3. The document must contain the information required by this chapter. It may contain other information as well. 4. The document must be typewritten or printed. 5. The document must be in the English language. However, a corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation. 6. The document must be executed: (1) By the presiding officer of the board of directors of a domestic or foreign corporation, its president, or by another of its officers; (2) If directors have not been selected or the corporation has not been formed, by an incorporator; or (3) If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. 7. The person executing a document shall sign it and state beneath or opposite the signature his name and the capacity in which he signs. The document may, but need not, contain: (1) The corporate seal; (2) An attestation by the secretary or an assistant secretary; or (3) An acknowledgment, verification, or proof. 8. If the secretary of state has prescribed a mandatory form for a document under section 355.016, the document must be in or on the prescribed form. 9. The document must be delivered to the office of the secretary of state for filing and must be accompanied by one exact or conformed copy, except as provided in sections 355.171 and 355.791, the correct filing fee, and any license fee or penalty required by this chapter or other law. 10. Any statement or document filed under this chapter represents that the signer believes the statements are true and correct to the best knowledge and belief of the person signing, subject to the penalties of section 557.040*.

Official text (accessed 2026-09-30).

Mo. Rev. Stat. § 355.021

355.021. Fees. — 1. The secretary of state shall collect the following fees when the documents described in this subsection are delivered for filing: (1) Articles of incorporation, twenty dollars; (2) Application for reserved name, twenty dollars; (3) Notice of transfer of reserved name, two dollars; (4) Application for renewal of reserved name, twenty dollars; (5) Corporation's statement of change of registered agent or registered office or both, five dollars; (6) Agent's statement of change of registered office for each affected corporation, five dollars; (7) Agent's statement of resignation, five dollars; (8) Amendment of articles of incorporation, five dollars; (9) Restatement of articles of incorporation with amendments, five dollars; (10) Articles of merger, five dollars; (11) Articles of dissolution, five dollars; (12) Articles of revocation of dissolution, five dollars; (13) Application for reinstatement following administrative dissolution, twenty dollars; (14) Application for certificate of authority, twenty dollars; (15) Application for amended certificate of authority, five dollars; (16) Application for certificate of withdrawal, five dollars; (17) Corporate registration report filed annually, ten dollars if filed in a written format or five dollars if filed electronically in a format prescribed by the secretary of state; (18) Corporate registration report filed biennially, twenty dollars if filed in a written format or ten dollars if filed electronically in a format prescribed by the secretary of state; (19) Articles of correction, five dollars; (20) Certificate of existence or authorization, five dollars; (21) Any other document required or permitted to be filed by this chapter, five dollars. 2. The secretary of state shall collect a fee of ten dollars upon being served with process under this chapter. The party to a proceeding causing service of process is entitled to recover the fee paid the secretary of state as costs if the party prevails in the proceeding. 3. The secretary of state shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign corporation: in a written format fifty cents per page plus five dollars for certification, or in an electronic format five dollars for certification and copies. 4. Fees mandated in subdivisions (1) and (2) of subsection 1 of this section shall be waived if an initial officer or director of the nonprofit corporation is a member of the Missouri National Guard or any other active duty military, resides in the state of Missouri, and provides proof of such service to the secretary of state.

Official text (accessed 2026-09-30).

Mo. Rev. Stat. § 355.026

355.026. Effective date of documents. — 1. Except as provided in subsection 2 of this section, a document is effective: (1) On the date it is filed, as evidenced by the secretary of state's endorsement on the original document; or (2) On the date specified in the document as its effective date, provided that a document shall not be effective prior to the date it is filed in the office of the secretary of state. 2. A document may specify a delayed effective date, and if it does so the document becomes effective on the date specified. If a delayed effective date is specified, the document is effective on that date. A delayed effective date for a document may not be later than the ninetieth day after the date.

Official text (accessed 2026-09-30).

Mo. Rev. Stat. § 355.251

355.251. Notice of meeting. — 1. A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner. 2. Any notice which conforms to the requirements of subsection 3 of this section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered; provided, however, that notice of matters referred to in subdivision (2) of subsection 3 of this section must be given as provided in subsection 3 of this section. 3. Notice is fair and reasonable if: (1) The corporation notifies its members of the place, date and time of each annual, regular and special meeting of members no fewer than ten, or if notice is mailed by other than first-class or registered mail, thirty, nor more than sixty days before the meeting date; (2) Notice of an annual or regular meeting includes a description of any matter or matters which must be approved by the members under section 355.416, 355.476, 355.561, 355.596, 355.631, 355.656, 355.666, or 355.671; and (3) Notice of a special meeting includes a description of the matter or matters for which the meeting is called. 4. Unless the bylaws require otherwise, if an annual, regular or special meeting of members is adjourned to a different date, time or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 355.261, however, notice of the adjourned meeting must be given under this section to the members of record as of the new record date. 5. When giving notice of an annual, regular or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if requested in writing to do so by a person entitled to call a special meeting, and the request is received by the secretary or president of the corporation at least ten days before the corporation gives notice of the meeting.

Official text (accessed 2026-09-30).

Mo. Rev. Stat. § 355.281

355.281. Quorum requirement. — 1. Unless this chapter or the articles or bylaws provide for a higher or lower quorum, ten percent of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter. 2. A bylaw amendment to decrease the quorum for any member action may be approved by the members, or, unless prohibited by the bylaws, by the board. 3. A bylaw amendment to increase the quorum required for any member action must be approved by the members. 4. Unless one-third or more of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice.

Official text (accessed 2026-09-30).

Mo. Rev. Stat. § 355.401

355.401. Quorum and voting. — 1. Except as otherwise provided in this chapter, the articles or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the articles or bylaws authorize a quorum of fewer than the greater of one-third of the number of directors in office or two directors. 2. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless this chapter, the articles or bylaws require the vote of a greater number of directors.

Official text (accessed 2026-09-30).

Mo. Rev. Stat. § 355.386

355.386. Call and notice of meetings. — 1. Unless the articles or bylaws provide otherwise, or except as otherwise provided in this section, regular meetings of the board may be held without notice. 2. Unless the articles or bylaws provide otherwise, special meetings of the board must be preceded by at least two days' notice to each director of the date, time, place, and purpose of the meeting. 3. Unless the articles or bylaws provide otherwise, the presiding officer of the board, the president or at least twenty percent of the directors then in office may call and give notice of a meeting of the board.

Official text (accessed 2026-09-30).

Mo. Rev. Stat. § 355.606

355.606. Approval of amendments. — The articles may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such an article provision may only be amended with the approval in writing of such person or persons.

Official text (accessed 2026-09-30).

Mo. Rev. Stat. § 355.246

355.246. Action by written consent. — 1. Unless limited or prohibited by the articles or bylaws, action required or permitted by this chapter to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least eighty percent of the voting power. The action must be evidenced by one or more written consents describing the action taken, signed by those members representing at least eighty percent of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. 2. If not otherwise determined under section 355.241 or 355.261, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection 1 of this section. 3. A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the secretary of state. 4. Written notice of member approval pursuant to this section shall be given to all members who have not signed the written consent. If written notice is required, member approval pursuant to this section shall be effective ten days after such written notice is given.

Official text (accessed 2026-09-30).