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The LLC-13 Missouri form, formally known as the Notice of Winding Up for Limited Liability Company, is a critical document for businesses in the process of dissolution. It outlines the necessary steps for limited liability companies (LLCs) in Missouri to officially wind up their affairs, detailing how claims against the company should be handled and specifying a deadline for claim submissions. For those looking to complete this essential step in the dissolution process, click the button below to fill out the form.

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The LLC 13 Missouri form serves as a crucial document for limited liability companies in the process of winding up their operations within the state. Issued by the office of the Secretary of State, Jason Kander, this form is a testament to the state’s regulatory framework to ensure a structured and transparent process for businesses concluding their affairs. With a filing fee of $25.00, it outlines a sequence of steps that must be followed, beginning with the submission of the company's name and charter number, followed by the date of filing its articles of organization. Key to the form is the detailed instruction for creditors to present their claims against the company. This encompasses specifying the amount, basis, and required documentation for the claim, as well as the specific address where these claims must be sent. Furthermore, it highlights the critical three-year limitation period for claimants to enforce their claims post-publication of the notice. At its core, the LLC 13 Missouri form embodies the legal necessities for companies to responsibly and legally conclude their operations, mandating accuracy and truthfulness as affirmed through required signatures of authorization. This document not only facilitates the winding-up process but also ensures protection for both the businesses and their creditors in the final stages of company operations in Missouri.

Preview - Llc 13 Missouri Form

 

 

 

 

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State of Missouri

Jason Kander, Secretary of State

Corporations Division

PO Box 778 / 600 W. Main St., Rm. 322

Jefferson City, MO 65102

Notice of Winding Up for Limited Liability Company

(Submit with filing fee of $25.00)

1. The name of the limited liability company is

 

Charter #:

2. The articles of organization for the limited liability company were filed on the following date

Month/Day/Year

3.Persons with claims against the limited liability company should present them in accordance with the following procedure:

A.In order to file a claim with the limited liability company, you must furnish the following:

i.Amount of the claim

ii.Basis for the claim

iii.Documentation of the claim

B.Claims must be mailed to:

Name

Street Address

City/State/Zip

4.A claim against the limited liability company will be barred unless a proceeding to enforce the claim is commenced within three years after the publication of the notice.

In Affirmation thereof, the facts stated above are true and correct:

(The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575.040, RSMo)

Authorized Signature

Printed Name

Date

 

 

 

Authorized Signature

Printed Name

Date

 

 

 

Authorized Signature

Printed Name

Date

Name and address to return filed document:

Name:

Address:

City, State, and Zip Code:

LLC-13 (11/2008)

File Properties

Fact Detail
Form Purpose Notice of Winding Up for Limited Liability Company
Filing Fee $25.00
Claim Presentation Procedure Claims against the limited liability company must include amount, basis, and documentation, and must be mailed to a specified address.
Deadline for Claims A claim will be barred unless a proceeding to enforce it is commenced within three years after the notice's publication.
Governing Law Section 575.040, RSMo (Revised Statutes of Missouri)

How to Fill Out Llc 13 Missouri

When a Limited Liability Company (LLC) in Missouri decides it's time to close its doors, there's a formal process to follow which includes submitting the Notice of Winding Up form, also known as LLC-13. This official document communicates important details to the Missouri Secretary of State, including how the LLC plans to settle claims against it. The steps below guide you through the process of completing this form. It's crucial to provide accurate and thorough information to ensure a smooth winding-up process for your LLC. Remember, a $25.00 filing fee must accompany this form.

  1. LLC's Name: Write the complete legal name of the LLC as recorded in its articles of organization.
  2. Charter Number: Enter the unique charter number assigned to your LLC by the Missouri Secretary of State.
  3. Articles of Organization Filing Date: Indicate the month, day, and year when the LLC's articles of organization were officially filed with the state of Missouri.
  4. Procedure for Claims:
    • Detail the steps a person must take to file a claim against the LLC, including:
      • The amount of the claim.
      • The basis for the claim.
      • Any documentation supporting the claim.
    • Provide the name and mailing address (street address, city, state, zip) where claims should be sent.
  5. State that claims not brought within three years of the notice's publication will be barred.
  6. Signatures: The form must be signed and dated by authorized representatives of the LLC. Include printed names next to signatures.
  7. Contact Information for Document Return: Fill in the name and address of where the filed document should be returned. This includes the name, address, city, state, and zip code.

After you've completed filling out the form, review all the information to ensure accuracy and completeness. Attach the required $25.00 filing fee and send the document to the Missouri Secretary of State's office. This formal step is essential for the proper and lawful closure of your LLC in Missouri, signaling to the state and any potential claimants the beginning of the end for the business entity.

Understanding Llc 13 Missouri

What is an LLC-13 Missouri Form?

The LLC-13 form, known as the "Notice of Winding Up," is a document filed with the Missouri Secretary of State's office. It serves as an official notice that a Limited Liability Company (LLC) is ending its operations. This process is typically initiated as part of the steps to dissolve an LLC in Missouri. It informs the state and the public, including potential creditors, that the company is winding up its affairs.

Who needs to file an LLC-13 Missouri Form?

This form must be filed by any LLC registered in the state of Missouri that is planning to dissolve and cease operations. The process ensures that the company winds up its activities in a legal manner, paying off debts and distributing any remaining assets according to Missouri law and the company's operating agreement.

What information is required to fill out the LLC-13 Missouri Form?

To correctly complete the LLC-13 form, the following information is necessary:

  1. The official name of the limited liability company as registered in Missouri.
  2. The Charter Number assigned to the LLC by the Missouri Secretary of State.
  3. The filing date of the articles of organization with the state.
  4. Detailed instructions for claimants holding claims against the LLC, including how to submit a claim and what documentation is required.
  5. The name and mailing address where the completed form should be returned after it is filed.

How much does it cost to file the LLC-13 Missouri Form?

The filing fee for the LLC-13 form in Missouri is $25.00. This fee must be submitted along with the completed form to the Missouri Secretary of State's Corporations Division. It's important to check if there are any changes to the filing fee or if additional fees apply, as state fees can be updated.

What is the deadline for filing a claim against an LLC after the Notice of Winding Up is published?

Once the Notice of Winding Up is published, individuals or entities with claims against the LLC have a specified timeframe to submit their claims. According to the notice, a claim against the LLC will be barred unless a proceeding to enforce the claim is commenced within three years after the publication of the notice. This period allows claimants to come forward with any financial claims they may have against the company before it formally dissolves and disperses its assets.

Common mistakes

Filling out the LLC-13 Missouri form, known as the "Notice of Winding Up for Limited Liability Company," is a crucial step in the process of closing down an LLC in Missouri. However, people often make mistakes that can lead to delays or complications. Here are four common errors:

  1. Incorrect or Incomplete Company Name: It's essential to ensure that the limited liability company name is written exactly as it appears on the articles of organization, including any punctuation, abbreviations, and legal identifiers like "LLC." Failure to match the name exactly can lead to the rejection of the form.
  2. Forgetting to Specify the Date of the Articles of Organization: The form requires the exact date (month/day/year) when the articles of organization were filed. This date must be accurate, as it is used to verify the identity and legal status of the company within state records.
  3. Inadequate Description of the Claims Process: When outlining the procedure for claims against the limited liability company, some may provide insufficient details. It’s important to clearly state how to file a claim, including what information needs to be furnished (amount, basis, and documentation of the claim) and where claims should be mailed. This information must be complete and precise to prevent any confusion or dispute over claims.
  4. Overlooking the Signature Requirements: Each section that requires an authorized signature, printed name, and date must be filled out correctly. Sometimes people neglect to have all the necessary parties sign, or they forget to print names or include the date next to signatures. This omission can invalidate the document or delay its processing.

In addition to these common mistakes, it’s important to ensure that the document is mailed with the correct filing fee and to the proper address. Attention to detail can help avoid unnecessary complications in the winding-up process of an LLC in Missouri.

Documents used along the form

When it comes to managing a Limited Liability Company (LLC) in Missouri, the LLC-13 form, or the Notice of Winding Up, is a crucial document for entities undergoing the process of dissolution. However, this form is only one part of a broader array of documents and forms needed throughout an LLC's lifecycle and specifically during its dissolution process. Understanding these complementary documents can help ensure a smooth transition during the winding up phase, compliance with state laws, and the appropriate handling of the company's obligations and rights.

  • Articles of Organization (Form LLC-1): This is the foundational document filed with the Missouri Secretary of State to legally establish the existence of the LLC. It includes basic information such as the LLC's name, its purpose, and its registered agent.
  • Operating Agreement: Though not filed with the state, this internal document outlines the governance structure, member roles, and operational procedures of the LLC. It’s crucial for defining the conduct of business and member interactions.
  • Annual Report (Form LLC-4): Filed annually with the Missouri Secretary of State, this document updates the state on the LLC's address, management structure, and registered agent information.
  • Statement of Change of Registered Agent and/or Registered Office (Form LLC-9): Used to notify the Secretary of State if the LLC changes its registered agent or the address of the registered office.
  • Articles of Amendment (Form LLC-2): Filed when there are changes to the original Articles of Organization, such as a name change or alteration of business purpose.
  • Application for Registration of a Foreign LLC (Form LLC-4A): Required for LLCs organized in another state but seeking to do business in Missouri.
  • Articles of Termination (Form LLC-3): Filed after winding up activities to officially dissolve the LLC in the eyes of the state.
  • Federal Employer Identification Number (EIN): Though not a form specific to Missouri, the EIN obtained from the IRS is needed for tax purposes and to open a bank account.
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  • Franchise Tax Reports: Although Missouri does not have a specific franchise tax for most businesses, entities that are subject to it must file annual reports.
  • Dissolution Agreement: An internal document, agreed upon by all members, that outlines the terms and conditions of the LLC’s dissolution.

Together, these documents provide a comprehensive framework for the management, operation, and eventual dissolution of an LLC in Missouri. Properly filing and maintaining these records not only keeps the business in good legal standing but also protects the personal liabilities of its members. It's advisable for LLC owners to consult with legal professionals to ensure all documents are correctly prepared and filed, meeting all statutory obligations.

Similar forms

The LLC 13 Missouri form, a Notice of Winding Up for a Limited Liability Company, has similarities with other documents related to the closing or changing status of business entities. It serves as a formal announcement to stakeholders about the closure of a company, outlining the process for settling claims and the timeline for doing so. This form shares purposes and structures with documents like the Articles of Dissolution and the Notice of Cancellation for a Limited Liability Partnership, among others.

Articles of Dissolution: Like the LLC 13 Missouri form, the Articles of Dissolution is a document used by a corporation to notify the state's secretary of state that it intends to dissolve. Both documents include information on how creditors can claim debts and the timeline for these claims. The Articles of Dissolution, specifically, require a company to state the decision to dissolve has been made in accordance with the corporation’s bylaws and the laws governing corporations in the state. This document is a critical step in the process of formally closing a corporation, similar to how the LLC 13 form is for limited liability companies.

Notice of Cancellation for a Limited Liability Partnership (LLP): The Notice of Cancellation for an LLP is another document that carries a similar purpose to the LLC 13 form. Both are intended to formally announce the termination of a business entity and set forth instructions for claimants on how to proceed. The Notice of Cancellation typically requires details such as the name of the partnership, the reason for cancellation, and instructions for how unresolved claims should be addressed. It serves as a public declaration of the business’s end, ensuring that the process is acknowledged by the state and communicated to all relevant parties.

Ultimately, while each of these documents serves a unique role depending on the type of business entity, their common purpose ties them together. They ensure that the process of dissolving or terminating a business is conducted officially, transparently, and in accordance with state laws, providing a structured approach for handling claims against the company as it winds down.

Dos and Don'ts

When completing the LLC 13 Missouri form, which is a Notice of Winding Up for a Limited Liability Company, certain practices should be followed to ensure accuracy and compliance with Missouri state law. Below are categorized lists of what should and shouldn't be done.

Do:

  • Review all provided information carefully before submission to ensure that everything is accurate and complete, especially the company name and charter number.
  • Ensure that the date the articles of organization were filed is clearly and accurately stated, as this is critical for record-keeping and legal purposes.
  • Clearly outline the procedure for claims against the limited liability company, including the required documentation and the specific address to which claims should be mailed.
  • Abide by the stipulated deadline for claims, making it clear that a claim will be barred unless a proceeding to enforce it is commenced within three years after the notice's publication.
  • Include an authorized signature and printed name to validate the information provided in the form, which also implies an understanding of the legal consequences of false statements.
  • Ensure that the return address is complete and accurate, to facilitate proper return delivery of the filed document.
  • Submit the form with the required filing fee of $25.00 to avoid delays or rejection of the filing process.

Don't:

  • Omit any pertinent information that confirms the identity of the LLC, such as the charter number or filing date of articles of organization, as this could invalidate the filing.
  • Forget to specify the basis and amount of a claim when outlining the claims procedure; detailed instructions are crucial for clarity and legal compliance.
  • Provide vague or incomplete addresses for the mailing of claims; specificity ensures that claimants send their documents to the correct location.
  • Ignore the importance of signature and dating the form; these elements are legally binding and assert the veracity of the provided information.
  • Misstate the filing fee or fail to include it with your submission; this oversight can lead to unnecessary processing delays.
  • Use inaccurate or unofficial language when describing the procedure for claims; legal and professional wording is always required.
  • Overlook the necessity of double-checking all supplied information for errors or omissions; accuracy is paramount in legal documents.

Adhering to these dos and don'ts will streamline the process of winding up and ensure compliance with Missouri's legal requirements, thereby simplifying what can be a complex process.

Misconceptions

Understanding the complexities of legal documents can be challenging, especially when it involves crucial procedures like the winding up of a limited liability company (LLC) in Missouri. The LLC-13 Missouri form, a Notice of Winding Up for Limited Liability Company, is frequently misunderstood. Here, we clarify some common misconceptions to provide clearer insights into this process.

  • Misconception #1: Any member of an LLC can fill out and submit the LLC-13 form without authorization.

    This is incorrect. Only authorized members or agents of the LLC, who have the legal authority to act on behalf of the company, can sign and submit the form.

  • Misconception #2: Filing the LLC-13 form is optional when winding up an LLC.

    Contrary to this belief, submitting the LLC-13 form is a mandatory step in the process of legally dissolving an LLC in Missouri. It formally notifies the state of the company's intention to dissolve.

  • Misconception #3: There is no deadline for filing claims against the LLC once the LLC-13 form has been filed.

    Actually, there is a specific timeframe. Creditors have three years to commence proceedings to enforce their claims after the notice of winding up is published, as stated in the form.

  • Misconception #4: The filing fee associated with the LLC-13 form is negotiable.

    The filing fee is set at $25.00 and is not subject to negotiation or waiver.

  • Misconception #5: Electronic signatures are not accepted on the LLC-13 form.

    This statement is not accurate. Electronic signatures are accepted, provided they meet Missouri's legal requirements for validity.

  • Misconception #6: The LLC-13 form alone is sufficient for the dissolution of an LLC.

    In reality, submitting this form is just one of several steps. The dissolution process also requires settling debts, distributing remaining assets, and filing final tax returns, among other actions.

  • Misconception #7: All LLC members must sign the LLC-13 form.

    This is misleading. Only the signature of an authorized representative or agent is required for submission, not all members.

  • Misconception #8: The LLC-13 form requires detailed descriptions of the reasons for winding up.

    Contrary to this belief, the form primarily focuses on the procedural aspects of winding up, without requiring explanations for the dissolution.

  • Misconception #9: Once the LLC-13 is filed, the LLC cannot undertake any new business.

    This is partially true. While the LLC should not start new projects, it may complete ongoing transactions necessary to wind up the business effectively.

  • Misconception #10: The LLC-13 form is the final document to be filed with the Missouri Secretary of State during the dissolution process.

    Actually, there may be additional documents required after the LLC-13 form, depending on the specifics of the dissolution and requirements by the state.

Understanding these key points about the LLC-13 Missouri form helps ensure that the process of winding up an LLC is handled properly and in accordance with state laws.

Key takeaways

Here are some key takeaways about filling out and using the LLC-13 Missouri form:

  1. The LLC-13 form is specifically used for notifying the state of Missouri about the winding up of a Limited Liability Company (LLC).
  2. A filing fee of $25.00 is required when submitting this form to the Missouri Secretary of State.
  3. It's critical to include the exact name of the LLC and the charter number as registered in the state of Missouri.
  4. The form requires you to provide the date the LLC's articles of organization were originally filed.
  5. If there are claims against the LLC, the form outlines a specific procedure for claimants to follow, including providing the amount and basis for the claim, along with supporting documentation.
  6. Claims against the LLC must be sent to a designated address, which should be clearly provided on the form.
  7. A time limit is set for claimants, where a claim must be pursued within three years after notice of the winding up is made public, or it will be barred.
  8. The form requires the signatures of authorized individuals, confirming the accuracy of the provided information and acknowledging the penalty for making false statements.
  9. At the end of the form, you must include the name and address where the filed document should be returned.

Submitting the LLC-13 Missouri form correctly is crucial for the proper winding up of a Limited Liability Company and ensures compliance with state requirements.

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