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Ask a Lawyer -- Corporations
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Question: I have had failing health issues and failing business and the expense of keeping my S-Corp going were too much. In addition, I received notice the Corp was 'administratively' dissolved earlier this year for failure to file my annual report with the state, to which I did nothing further because my plan was to dissolve at year-end anyway. I have no business debt and the most I might do next year is start back up as an LLC or even Sole Proprietor. But I want to be sure I take all the right steps necessary to ensure the S-Corp is completely dissolved and clear going forward, regardless of what I do. I'm in Missouri. Can you please tell me what I need to do? Response: Sorry, I can't tell you what to do. For that, one needs to sit down with a qualified corporation attorney in your state and thoroughly investigate all the facts and options. What I can do is make a few comments based upon the facts presented above. Your corporation has been administratively dissolved by the Missouri Secretary of State for failure to file the annual report and pay the annual franchise fee. What does that mean? It means that the corporation is no longer entitled to do business in the state. This is different from a standard voluntary dissolution instituted by the corporation. It might be difficult for you to do a voluntary dissolution after already having been administratively dissolved. At a minimum, you will have to pay all the back franchise fees and file all the delinquent reports. At worst, the Secretary of State's office might require the corporation to seek reinstatement. I'd contact the corporations division of the Missouri Secretary of State's office for further guidance. How is a corporation voluntarily dissolved in the State of Missouri? First step: "A corporation may be dissolved by the written consent of the holders of record of all of its outstanding shares entitled to vote on dissolution." R.S.Mo. §351.466. The next step would to file articles of dissolution with the Secretary of State's office. Before the Secretary of State will approve the articles and administratively dissolve the corporation, you'll need to obtain a tax clearance letter from the Missouri Department of Revenue. The tougher question is whether or not it is worth while to go through the time and expense of doing a proper dissolution. Sorry but I have no recommendation there based upon the limited facts above. Here is a list from another web site of reasons why one should properly dissolve a corporation. Submitted: 10-26-2006; Tom, Missouri Response: 11-6-2006; JJR Add A Comment |
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