Missouri Corporation Voluntary Dissolution and Closure Packet

MISSOURI CORPORATION VOLUNTARY DISSOLUTION AND CLOSURE PACKET

Important Use Gate

Use only for a solvent domestic business corporation pursuing voluntary dissolution. Do not use for a nonprofit, professional, public-benefit, regulated, foreign, insolvent, bankrupt, judicially dissolved, administratively dissolved, merged, converted, or control-disputed entity without a separate current-law workflow.

Complete and submit the applicable articles in Section 4 after approval. Confirm the Secretary of State's current filing instructions before submission.

1. Corporation and Route Profile

Attach the articles and amendments, bylaws, stock ledger, voting agreements, shareholder agreements, board and shareholder records, current state entity record, financial statements, tax records, contracts, claims, liens, and insurance information.

2. Missouri Approval Gate

Under § 351.462, a majority of the incorporators or initial directors may dissolve a corporation that has not issued shares or has not commenced business by filing articles with that section's required statements. For the § 351.464 route, the board proposes dissolution and ordinarily recommends it, subject to the conflict or special-circumstances exception. Give meeting notice to every shareholder. Unless the articles or board require a greater vote, including a class or series vote, adoption requires at least two-thirds of votes entitled to be cast on the proposal.

Core approval sources verified for this packet: Mo. Rev. Stat. §§ 351.462 and 351.464.

Do not authorize dissolution until every applicable constituency, notice, quorum, vote, consent, and appraisal-right issue is documented from current authority.

3. Internal Approval Record

Early Route — Incorporators or Initial Directors (§ 351.462)

Use only if no shares have been issued or business has not commenced. Confirm that no corporate debt remains unpaid and that any net assets after winding up have been distributed to shareholders if shares were issued.

RESOLVED, by a majority of the [INCORPORATORS / INITIAL DIRECTORS], that the corporation dissolve under Mo. Rev. Stat. § 351.462 and deliver the required articles for filing.

Board Resolution

The board reviewed the corporation's governing documents, capitalization, financial condition, claims, contracts, taxes, employees, property, insurance, permits, data, and closure plan.

RESOLVED, that the board proposes dissolution for submission to the shareholders and recommends approval, unless it determines that a conflict of interest or other special circumstances warrant no recommendation and communicates that basis to the shareholders. Record any such determination and communication here: [FACTS, DATE, AND METHOD / NOT APPLICABLE]. Shareholder approval must be recorded separately below;

RESOLVED, that [NAME / TITLE] is authorized to coordinate winding up and submit the articles after the required approval;

RESOLVED, that no shareholder distribution may be made until liabilities and legally sufficient reserves have been reviewed and approved.

Shareholder Approval Record

Attach the meeting notice, delivery proof, proposal, board recommendation or permitted explanation, voting ledger, proxies, ballots, and minutes.

4. Articles of Dissolution

Complete and sign one alternative. Article A is for the early route under § 351.462. Article B is for the meeting route under §§ 351.464 and 351.468. Confirm current delivery and signature instructions with the Secretary of State.

Article A — Before Issuing Shares or Commencing Business

ARTICLES OF DISSOLUTION — MISSOURI BUSINESS CORPORATION

The corporation named below submits these articles under Mo. Rev. Stat. § 351.462.

1. Corporation's exact name: [________________________________].
2. Date of incorporation: [__/__/____].
3. Applicable condition (mark one or both): ☐ No shares have been issued. ☐ The corporation has not commenced business.
4. No corporate debt remains unpaid.
5. If shares were issued, the net assets remaining after winding up have been distributed to the shareholders. ☐ Applicable ☐ No shares were issued.
6. A majority of the ☐ incorporators ☐ initial directors authorized dissolution.

Signed on [__/__/____] by [________________________________], an ☐ incorporator ☐ initial director.

Signature: [________________________________]

Article B — Board and Shareholder Meeting

ARTICLES OF DISSOLUTION — MISSOURI BUSINESS CORPORATION

The corporation named below submits these articles under Mo. Rev. Stat. § 351.468.

1. Corporation's exact name: [________________________________].
2. Date dissolution was authorized: [__/__/____].
3. Votes entitled to be cast on the dissolution proposal: [________].
4. Votes cast for dissolution: [________]. Votes cast against: [________].
5. If a class or series voted separately, its vote information is recorded below for each such group.

Signed on [__/__/____] by [________________________________], [OFFICER CAPACITY].

Signature: [________________________________]

Filing and Effectiveness Control

Under § 351.468, the corporation is dissolved when its articles become effective. Keep the accepted filing and evidence of its effective date with the approval records. Do not treat tax closure and completion of winding up as part of the state filing.

5. Winding-Up Workplan

6. Claims and Distribution Control

Do not improvise a claim-bar notice, publication period, rejection deadline, or distribution priority. Use a statutory claims procedure only after counsel verifies every current content, recipient, delivery, publication, response, security, and limitations requirement.

7. Tax, Agency, and Foreign-Qualification Register

Confirm the separate closure requirements for federal, tax, payroll, unemployment, sales-tax, licensing, permit, benefit-plan, unclaimed-property, and foreign-registration accounts.

8. Completion and Records Certificate

The responsible persons report that approval and filing records are complete; assets, liabilities, claims, taxes, employees, contracts, permits, insurance, data, and foreign registrations were addressed or assigned; reserves and distributions were approved; and the final state status was confirmed.

Final counsel authorization: [FILE / HOLD / FURTHER REVIEW]