Administrative dissolution
The corporation’s charter can be administratively dissolved or the authority to do business of a qualified foreign corporation revoked for:
- failure to file an annual registration report;
- failure to pay franchise tax;
- failure to maintain a registered agent; or
- fraud.
Once a corporation’s charter or authority is revoked, it is only authorized to wind up business and is prohibited from continuing to conduct active business.
Personal liability of officers and directors
Operation of the corporation’s business while the charter is revoked subjects the officers and directors to personal liability.
If the corporation’s charter is reinstated the officers’ and directors’ personal liability is removed retroactively to the date of revocation.
Reinstatement
Reinstating a corporation’s charter after revocation involves an extensive and time consuming process, and significant expense.
Tax clearance
To have the administrative dissolution or revocation of authority for a qualified foreign (non-Missouri) corporation rescinded, you first must file a Request for Tax Clearance of an Administratively Dissolved Corporation, Form 943 with the Missouri Department of Revenue and obtain a tax clearance letter. If any state taxes are due you will receive a letter listing those taxes and the taxes must be paid before a clearance will be issued.
Application for rescission
Once a tax clearance is obtained from the Department of Revenue, you must file an Application for Rescinding Administrative Dissolution, and Annual Registration Reports for the current year and years not previously filed, together with the appropriate fees, with the Missouri Secretary of State.