How to Dissolve an LLC in Minnesota: Forms and $35 Fee

Minnesota LLC dissolution vs termination: the two statements

Minnesota separates two moments that other states blur. Dissolution is the decision to stop: under section 322C.0701 an LLC dissolves on an event its operating agreement names, on the consent of all the members, or on a court order (Minn. Stat. 322C.0701). From then on the company continues only to wind up its activities (Minn. Stat. 322C.0702).

Termination is the end of the legal entity. Section 322C.0702 says that, while winding up, the LLC may file a statement of dissolution stating that it is dissolved, and may file a statement of termination stating that it is terminated (Minn. Stat. 322C.0702). The statement of termination is the filing that closes the company on the state record. The statement of dissolution is a public notice that winding up has started, useful when the wind-down will take months, but it does not end the LLC.

The steps every state shares, from the member vote to the final federal returns, are in how to dissolve an LLC. Below is what is particular to Minnesota.

Source: Minn. Stat. 322C.0702: Winding up, statements of dissolution and termination

Filing the Minnesota Statement of Termination: fees and method

The filing fee for an LLC record is $35 (Minn. Stat. 322C.0205). The Secretary of State may add a $20 surcharge to any transaction that uses expedited service (Minn. Stat. 5.14), and the Secretary of State's own Statement of Termination form spells out the result: $55 for expedited service in-person and online filings, $35 if submitted by mail (Minnesota SOS form). The office's fee schedule lists the Statement of Dissolution at the same $35 or $55 (Minnesota SOS fee schedule). If you file both statements, each is a separate filing with its own fee.

This guide is general information, not legal or tax advice. Fees and forms change: confirm them with the agency before you file, and ask an attorney or accountant about your situation.

Source: Minn. Stat. 322C.0205: Filing with the Secretary of State

Minnesota Revenue, unemployment insurance and federal returns

The Minnesota Department of Revenue closes accounts on request rather than through a clearance certificate. In e-Services, an e-Services Master for the business can close a single tax account, or use Close business in the Tax Accounts card to close the business and every tax account at once (Minnesota Revenue). Revenue's advice is to close accounts at the end of your filing cycles, whether annual, quarterly or monthly, so the last return lines up with the last period of activity. If the business stopped more than a year ago, Revenue asks you to contact it instead (Minnesota Revenue).

Unemployment insurance is a separate system. Employers terminate the account by logging in at ui.mn.gov and choosing Terminate Account under Account Maintenance, and every wage detail report must be in by the termination date, including the report for the quarter in which the account ends (UI Minnesota).

On the federal side, the IRS expects a final return for the year the business closes (IRS). An LLC taxed as a partnership files a final Form 1065 and final K-1s (IRS).

Source: Minnesota Department of Revenue: Closing an account or business

Dissolving a Minnesota corporation

A Minnesota business corporation follows chapter 302A, and the path depends on whether it ever issued shares. A corporation that never issued shares may be dissolved by its incorporators or directors with a single filing of articles of dissolution (Minn. Stat. 302A.711). Once shares exist, the shareholders approve the dissolution and the corporation first files a notice of intent to dissolve, after which it stops carrying on business except to wind up (Minn. Stat. 302A.723). Articles of dissolution follow when claims have been dealt with.

Each corporate filing carries the chapter's $35 fee (Minn. Stat. 302A.011); the fee schedule lists corporate dissolution filings at $35 by mail and $55 in person or online (Minnesota SOS fee schedule). At the federal level, Form 966 is due after the corporation adopts its plan to dissolve (IRS). See how to dissolve a corporation for the board and shareholder steps.

Source: Minn. Stat. 302A.723: Notice of intent to dissolve

Annual renewal, administrative termination and reinstatement in Minnesota

Every Minnesota LLC files an annual renewal with the Secretary of State by December 31, and no fee is charged for it (Minn. Stat. 322C.0208). An LLC that skips the renewal is administratively terminated (Minn. Stat. 322C.0705).

That can look like a free way to close, but it is a weak ending. An administratively terminated LLC can retroactively reinstate its existence by filing a single annual renewal and paying a $25 fee (Minn. Stat. 322C.0706), which the fee schedule lists as $25 by mail or $45 in person or online (Minnesota SOS fee schedule), and reinstatement restores it as of the date it was terminated. Owners who want a clear end date for creditors, tax agencies and their own records file the Statement of Termination instead. An LLC that has already been terminated for a missed renewal and now wants to close properly can bring itself current with that same renewal and fee before filing.

Source: Minn. Stat. 322C.0706: Reinstatement

Claims notice and out-of-state LLCs leaving Minnesota

Minnesota offers an optional published notice for unknown claims. A dissolved LLC may publish notice of its dissolution at least once in a newspaper of general circulation in the county of its principal office, describe what a claim must contain and where to send it, and state that a claim is barred unless an action is started within five years after publication (Minn. Stat. 322C.0704). Many small LLCs skip it; companies with past customers, leases or product liability exposure often find it worth the newspaper fee.

An LLC formed in another state that holds a Minnesota certificate of authority files an application for withdrawal with the Secretary of State, confirming that it has no property in Minnesota and has stopped transacting business there (Minn. Stat. 322C.0807). It still closes separately in its home state.

Source: Minn. Stat. 322C.0704: Other claims against a dissolved LLC

What a Minnesota LLC should keep, and what to export

Minnesota's five-year claims window, when the optional notice is published, is a reasonable minimum for keeping contracts, invoices and customer correspondence. Payroll files have their own federal rule: keep employment tax records for at least 4 years after the tax is due or paid, whichever is later (IRS).

Pull the data out before the subscriptions end. The export guide walks through accounting, CRM, support desk, shared drives and code repositories, and business records after closing covers custody once the LLC is terminated.

Once the required records are safe, look at what else the company produced. Operational archives such as tickets, work orders, engineering notes and email can sometimes be licensed for AI training, provided the company owns them and personal information is removed. Selling company data after closing sets out the checks; none of it affects the Minnesota filings.

Source: IRS: How long should I keep records?

Next step for a Minnesota LLC

Confirm the renewal is current, decide whether a Statement of Dissolution helps during the wind-down, close Revenue and UI accounts at the end of a filing cycle, then file the Statement of Termination.

Closing the company? Before you cancel software or delete files, find out whether its records are worth licensing: years of tickets, work orders, email and code can be. Get a free estimate of what your records could be worth.