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How to Dissolve a Minnesota LLC


How do you dissolve/terminate a Minnesota Limited Liability Company?

LLCs which accepted contributions:
After your LLC has approved dissolution it will file a Notice of Dissolution with the Minnesota Secretary of State (SOS).  Then the LLC may file Articles of Termination. LLCs filing the articles of termination are asked to indicate on the form whether they have notified creditors and claimants of the dissolution. LLC winding up procedures will differ based on notice to creditors.

LLCs which have not accepted contributions:
After you LLC approves dissolution, file the Articles of Dissolution and Termination. LLCs filing the articles of dissolution and termination must certify that no company debts remain unpaid.

The forms you need to dissolve your LLC in Minnesota are available in your online account when you sign up for registered agent service with Northwest. Keep the original and submit a legible copy to the SOS.

Minnesota allows filing by mail, in person, or online using Business Express Services. The Minnesota SOS accepts cash or check for paper filings and check or credit card for electronic filings. Checks for fees should be payable to “MN Secretary of State.”

Deliver 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 Limited Liability Company Dissolution FAQ

Is there a filing fee to dissolve or terminate a Minnesota LLC?

Notice of Dissolution: $35
Articles of Termination: $35
Online filing costs an additional $10

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

No, you don’t need tax clearance to dissolve your LLC or corporation in Minnesota.

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

Most documents are processed by the Minnesota SOS in 5-7 business days. Filed documents are mailed back to the LLC. Expect to receive the documents 7-10 business days after filing.

File online and your documents are processed within one business day. Walked in documents are processed while you wait.

How long before someone can take your business name?

Your business name becomes available immediately after your LLC files for dissolution.

If your LLC is administratively dissolved, the Minnesota SOS will automatically file a name reservation for one year.

What is the penalty if you do not dissolve properly and just don’t file your annual reports?

A Minnesota limited liability company that has not filed a renewal when due will be administratively dissolved without further notice from the SOS.

What are the late fees and penalties to re-register if your registration is forfeited?

An administratively dissolved Minnesota LLC must pay a $25 fee and file an annual renewal in order to be reinstated.

If you are establishing another company and you want it done right the first time, you may find our incorporation filing service and registered agent service helpful. As your Minnesota registered agent, we provide all the forms and filing instructions you may need in your online account. Or you can hire us for our incorporation services and we will do the filing for you.

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