Missouri Articles of Dissolution Guide

Guide to Missouri Articles of Dissolution by Voluntary Action with key requirements, voting details, signatures, and steps for completing corporate dissolution.

Guide to Filing Articles of Dissolution by Voluntary Action

Filing the Articles of Dissolution by Voluntary Action requires providing accurate corporate information and demonstrating that the dissolution was approved according to Missouri’s statutory requirements. The corporation must document its shareholder voting process, confirm the voting results, and ensure the filing complies with approval thresholds.

Articles of Dissolution by Voluntary Action

The Articles of Dissolution by Voluntary Action serves as the corporation’s official request to dissolve voluntarily. The form clearly states that dissolution must follow statutory voting requirements before submission.

It also requires an affirmation that all statements are true, with penalties for false declarations under Section 575.040, RSMo. This ensures the dissolution is legally valid and supported by proper authority.

Required Information for the Articles of Dissolution Form

To complete the Articles of Dissolution by Voluntary Action, the corporation must provide several key pieces of information exactly as requested on the Missouri Secretary of State form. These details ensure that the corporation has met all legal requirements for voluntary dissolution and that the filing accurately reflects the corporation’s final actions.

1. Corporation’s Name and Charter Number

The form first requires The Corporation’s name and its Charter # to identify the business entity seeking dissolution. This ensures the correct corporation is withdrawn from Missouri’s public records. Providing these identifiers accurately prevents delays or misfiling.

2. Date of Authorization

The corporation must provide the date the dissolution was authorized, expressed in month/day/year format. This date confirms when the required approval was obtained. Dissolution must be approved by a 2/3 vote of outstanding shares entitled to vote, which adds a layer of protection for shareholders.

3. Shareholder Voting Details

The form requires detailed documentation of the shareholder voting process that authorized the dissolution. This ensures transparency and compliance with Missouri’s corporate voting standards. Corporations must complete all relevant subsections depending on how the vote was conducted.

Number of Votes by Class

Corporations must disclose the Number of votes (outstanding shares entitled to vote) for dissolution by class, identifying each Class/Series and the number entitled to vote. This is essential when different classes or series hold different voting rights. Listing these details ensures accuracy in the approval process.

Votes Cast for and Against Dissolution

If the corporation reports voting results, it must complete either B(i) or B(ii):

B(i) requires listing the number of votes for and against dissolution by each Class/Series.
B(ii) allows reporting the Number of undisputed votes sufficient for approval.

These sections document whether the required voting threshold was met. Providing the correct figures ensures the Secretary of State can verify proper authorization.

Approval by Written Consent

If shareholder voting is not used, section C allows the dissolution to be approved by written consent of all shareholders entitled to vote. The form includes a checkbox for indicating “Yes.” This confirms unanimous approval of dissolution. Written consent offers an alternative to formal voting when all shareholders agree.

4. Effective Date

The form states: “The effective date of this document is the date it is filed by the Secretary of State of Missouri unless a future date is otherwise indicated.” A future effective date is allowed but must not exceed 90 days after filing. This gives corporations flexibility in determining when dissolution becomes effective.

Required Affirmation and Legal Acknowledgment

The signer must affirm that the facts stated are true and correct

The form includes a mandatory statement declaring that “the facts stated above are true and correct.” This affirmation ensures that the information provided reflects the corporation’s actual voting results, authorization date, and dissolution details accurately.

False statements are subject to penalties under Section 575.040, RSMo

The document explicitly warns that false statements in this filing are subject to the penalties provided under Section 575.040, RSMo, emphasizing the legal consequences of submitting inaccurate information. This reinforces the seriousness of the affirmation.

The affirmation establishes legal accountability for the signer

Because the signer certifies the truthfulness of the filing, they accept full legal responsibility for its accuracy. This ensures that only individuals with appropriate authority and knowledge complete the dissolution form.

The acknowledgment strengthens the integrity of Missouri’s corporate records

By requiring a truthful affirmation under penalty of law, the state maintains accurate and reliable business records, preventing unauthorized or fraudulent dissolutions.

Signature Requirements

The form requires an Authorized Signature

The authorized signer must complete the official signature line to certify the voluntary dissolution, confirming they have the authority to act on behalf of the corporation. An authorized signature may come from a Director, Officer, or another authorized individual.

A Director oversees major corporate decisions and policies, including approving the dissolution.
An Officer manages day-to-day operations and carries out corporate actions, giving them authority to sign official filings.
An authorized individual is someone formally granted permission through corporate resolution or written authorization to sign state documents on the corporation’s behalf.

Ensuring the correct signer is essential for the filing to be accepted.

The signer must provide their Printed Name

The form includes a separate field where the signer must type or print their name to ensure clear identification. This requirement helps the Secretary of State verify exactly who executed the filing.

The signer must state their Title

The signature block requires the signer to specify their official Title, demonstrating their authority within the corporation. Providing the title ensures the filing is submitted by someone legally empowered to authorize dissolution.

The Date of signing must be included

The signer must enter the exact Date on which they signed the Articles of Dissolution, creating an official record of when approval was executed. This date helps maintain an accurate timeline for the corporation’s voluntary dissolution.

Return Mailing Information

The filer must provide a Name for return correspondence

The “Return to” section requires the filer to list the Name of the individual who should receive the processed Articles of Dissolution. This ensures that once the Secretary of State completes processing, the finalized documents are returned to the correct person.

The filer must provide a complete Address

The form provides a space where the full Address must be entered so the returned documents can be mailed properly. Including a complete address reduces the risk of misdelivery or delays.

City, State, and Zip Code must be included

The filer must also supply the City, State, and Zip Code to complete the mailing information, ensuring accuracy in the delivery location. This information helps the Corporations Division route the documents without error.

This mailing information ensures smooth completion of the dissolution process

By providing correct and complete return mailing details, the corporation ensures timely receipt of its confirmed dissolution documents. This final step helps close the administrative process cleanly and efficiently.

Conclusion

Filing the Articles of Dissolution by Voluntary Action in Missouri officially ends a corporation’s legal existence and must be completed with accurate authorization details, shareholder voting information, and proper signatures. Each step must be handled correctly to avoid delays or rejection.

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Missouri Articles of Dissolution by Voluntary Action Guide