Start with the papers you signed

Your company’s own rules come first. For an LLC, that is the operating agreement. For a corporation, it is the bylaws and any shareholder agreement. For a partnership, it is the partnership agreement.

These papers can change the owners’ duties to each other. They also decide how profits are split. Missouri’s default rules only apply where your papers are silent.

A good buyout clause can end a fight without a lawsuit. See buy-sell agreements. If you never signed these papers, or they do not answer your question, the state laws below fill the gap.

Your right to see the books

You cannot judge what is going on if you cannot see the numbers. Missouri gives owners that right:

• LLC members can look at and copy key company records. These include the last three years of tax returns and financial statements. You can also ask for full information about how the business is doing. And you can ask for an accounting, which is a full report of the money, when that is fair.
• Shareholders in a corporation can see the company’s books at reasonable times. An officer who refuses can be fined $250 for each refusal.

What to do: send a written, specific request for the records. How the other owners answer often tells you whether a lawsuit is needed.

When a court can close an LLC

A member can ask the court to end, or “dissolve,” an LLC. The court needs only one of these reasons (§ 347.143, updated August 28, 2026):

• the business cannot reasonably run the way the operating agreement says;
• closing it is needed to protect the rights of the members who are complaining;
• the business has been abandoned;
• the managers are deadlocked, meaning stuck and unable to decide, or split by constant fighting;
• the business is badly hurt and cannot operate well;
• the people in control have allowed ongoing fraud, mismanagement or abuse of power.

Closing does not happen overnight. The LLC first pays its debts. Then what is left is split among the owners.

Your rights as a shareholder in a corporation

A shareholder can ask a court to close a Missouri corporation if:

• the directors are deadlocked, the shareholders cannot break the tie, and the company is being harmed;
• the people in control are acting illegally, unfairly toward other owners, or dishonestly;
• the shareholders have been deadlocked for at least two annual meetings in a row and cannot elect new directors;
• company money or property is being wasted or misused.

Lawyers call unfair treatment of smaller owners “oppression.” It is the reason minority owners of family and small companies most often use. While the case goes on, the court can appoint a neutral person to run the company or to close it.

Partnerships, and harm done to the company itself

A partner can ask the court to end a partnership too. Reasons include a partner who keeps breaking the partnership agreement, or a business that can only lose money.

Sometimes the harm is to the company, not to you personally. For example, a manager might steer a company contract to a side business. The company owns that claim. But an owner can bring it on the company’s behalf. This is called a “derivative” lawsuit.

Special rules apply. You must first ask the managers or directors to act, or explain why asking would be pointless. And the case cannot be settled without the judge’s approval.

What to do next

1. Gather the company’s formation papers, the operating agreement or bylaws, tax returns and bank records.
2. Send a written request for the company’s records.
3. Figure out whether the harm is to you or to the company. That decides who sues.
4. Consider a buyout alongside a lawsuit. Many owner fights end with one side buying out the other.
5. If needed, ask the court to close the company, order a full accounting, or award money.

To prevent the next fight, see operating agreements and corporate governance and compliance.

Common questions

Related reading

• Civil litigation overview
• Operating agreements
• Buy-sell agreements
• Business succession planning
• Business litigation