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How to Dissolve a Minnesota Corporation

How do you dissolve a Minnesota Corporation?

Corporations which have issued shares:
To dissolve your Minnesota corporation after it has issued shares, you must first file the Intent to Dissolve form with the Minnesota Secretary of State (SOS). Then the corporation will file the Articles of Dissolution Chapter 302A.7291 or 302A.727.

Corporations which have not issued shares:
Corporations that have not issued shares are not required to file the intent to dissolve form first. A corporation that has not issued any shares just needs to file the Articles of Dissolution Chapter 302A.711. This form requires a corporation to indicate whether it has notified creditors and claimants of the dissolution. Corporate winding up procedures will differ based on notice to creditors.

The corporation may use the SOS dissolution forms, or if those do not meet the corporation’s needs, draft custom dissolution documents. The forms you need to dissolve your Minnesota corporation are available in your online account when you sign up for registered agent service with Northwest.

Keep the original document and submit a legible copy to the SOS. The Minnesota Secretary of State accepts filings by mail, in person, and online. The Minnesota SOS accepts cash or check for paper filings and credit card or check for electronic filings. Makes checks for fees payable to “MN Secretary of State.”

Deliver corporate dissolution documents to:
Minnesota Secretary of State – Business Services
Retirement Systems of Minnesota Building
60 Empire Drive, Suite 100
Saint Paul,  MN 55103
(651) 296-2803

Minnesota Corporation Dissolution FAQ

What is the filing fee to dissolve or cancel a Minnesota Corporation?

Intent to dissolve: $35
Articles of dissolution: $35
Online filing will cost an additional $10 for express processing.

Do you need a Department of Revenue clearance before the Minnesota Secretary of State will accept your dissolution?

No, Minnesota does not require tax clearance to dissolve a corporation or LLC.

How long does it take the state to process the filing?

It takes the SOS five to seven business days to process most filings. The Secretary of State mails filed documents back to the corporation after filing. You get the document(s) back within seven to ten business days of filing.
Online filing is done in one business day.

Documents walked into the SOS office are processed while you wait.

How long before someone can take your business name?

Your business name becomes available immediately after you file for corporate dissolution.

If your corporation is administrative dissolved, the Minnesota SOS automatically reserves the corporate name for one year.

What is the penalty if you just don’t file your annual renewals?

If a Minnesota corporation does not file its annual renewal, the SOS issues a certificate of administrative dissolution without further notice.


Minnesota Business Filing Forms

If you’d like help establishing another company, you may find our incorporation filing service and Minnesota registered agent service helpful. We provide all the forms and filing instructions you may need in your online account, or you can just hire us to do the filing for you.


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