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

> A Minnesota LLC ends with a Statement of Termination: $35 by mail or $55 online. When to file a Statement of Dissolution first, plus Revenue and UI steps.

Canonical: https://origindatapartners.com/guides/dissolve-llc-minnesota
By: Origin Data Partners
Status: Published
Published: 2026-11-11
Updated: 2026-11-11
Sources checked: 2026-11-11

## Quick answer

A Minnesota LLC ends when the Secretary of State files its Statement of Termination under Minnesota Statutes 322C.0702. The fee is $35 by mail or $55 online, which adds the state's $20 expedited surcharge. A Statement of Dissolution may be filed first but does not end the LLC. Then close tax accounts in Department of Revenue e-Services and terminate the unemployment account at ui.mn.gov.

## Key points

- The Statement of Termination is what ends a Minnesota LLC. A Statement of Dissolution is optional and does not end it.
- Each filing costs $35 by mail; online or in person it is $55 because of the $20 expedited surcharge.
- Minnesota does not tie the filing to a tax clearance: close Revenue and unemployment accounts at the end of a filing cycle.

## 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](https://www.revisor.mn.gov/statutes/cite/322C.0701)). From then on the company continues only to wind up its activities ([Minn. Stat. 322C.0702](https://www.revisor.mn.gov/statutes/cite/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](https://www.revisor.mn.gov/statutes/cite/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](https://origindatapartners.com/guides/how-to-dissolve-an-llc). Below is what is particular to Minnesota.

Source: [Minn. Stat. 322C.0702: Winding up, statements of dissolution and termination](https://www.revisor.mn.gov/statutes/cite/322C.0702)

## Filing the Minnesota Statement of Termination: fees and method

The filing fee for an LLC record is $35 ([Minn. Stat. 322C.0205](https://www.revisor.mn.gov/statutes/cite/322C.0205)). The Secretary of State may add a $20 surcharge to any transaction that uses expedited service ([Minn. Stat. 5.14](https://www.revisor.mn.gov/statutes/cite/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](https://www.sos.mn.gov/media/6022/llcstatementoftermination.pdf)). The office's fee schedule lists the Statement of Dissolution at the same $35 or $55 ([Minnesota SOS fee schedule](https://www.sos.mn.gov/media/1687/businessentityfees.pdf)). 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.

| Document | Statute | Fee | Where | Notes |
| --- | --- | --- | --- | --- |
| Statement of Dissolution (LLC, optional) | Minn. Stat. 322C.0702 | $35 by mail, $55 online or in person | Minnesota Secretary of State | Announces dissolution; does not end the LLC |
| Statement of Termination (LLC) | Minn. Stat. 322C.0702 | $35 by mail, $55 online or in person | Minnesota Secretary of State | Ends the LLC |
| Application for withdrawal (out-of-state LLC) | Minn. Stat. 322C.0807 | $35 by mail, $55 expedited | Minnesota Secretary of State | For LLCs formed elsewhere |
| Notice of intent to dissolve (corporation with shares) | Minn. Stat. 302A.723 | $35 by mail, $55 expedited | Minnesota Secretary of State | Filed first; the corporation stops business except winding up |
| Articles of dissolution (corporation) | Minn. Stat. 302A.711 or 302A.7291 | $35 by mail, $55 expedited | Minnesota Secretary of State | The only filing if no shares were ever issued |

Source: [Minn. Stat. 322C.0205: Filing with the Secretary of State](https://www.revisor.mn.gov/statutes/cite/322C.0205)

## 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](https://www.revenue.state.mn.us/closing-account-or-business)). 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](https://www.revenue.state.mn.us/closing-account-or-business)).

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](https://www.uimn.org/employers/help-and-support/employer-user-guide/terminate-employer-acct.jsp)).

On the federal side, the IRS expects a final return for the year the business closes ([IRS](https://www.irs.gov/businesses/small-businesses-self-employed/closing-a-business)). An LLC taxed as a partnership files a final Form 1065 and final K-1s ([IRS](https://www.irs.gov/businesses/small-businesses-self-employed/closing-a-business)).

Source: [Minnesota Department of Revenue: Closing an account or business](https://www.revenue.state.mn.us/closing-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](https://www.revisor.mn.gov/statutes/cite/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](https://www.revisor.mn.gov/statutes/cite/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](https://www.revisor.mn.gov/statutes/cite/302A.011)); the fee schedule lists corporate dissolution filings at $35 by mail and $55 in person or online ([Minnesota SOS fee schedule](https://www.sos.mn.gov/media/1687/businessentityfees.pdf)). At the federal level, Form 966 is due after the corporation adopts its plan to dissolve ([IRS](https://www.irs.gov/businesses/small-businesses-self-employed/closing-a-business)). See [how to dissolve a corporation](https://origindatapartners.com/guides/dissolve-a-corporation) for the board and shareholder steps.

Source: [Minn. Stat. 302A.723: Notice of intent to dissolve](https://www.revisor.mn.gov/statutes/cite/302A.723)

## 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](https://www.revisor.mn.gov/statutes/cite/322C.0208)). An LLC that skips the renewal is administratively terminated ([Minn. Stat. 322C.0705](https://www.revisor.mn.gov/statutes/cite/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](https://www.revisor.mn.gov/statutes/cite/322C.0706)), which the fee schedule lists as $25 by mail or $45 in person or online ([Minnesota SOS fee schedule](https://www.sos.mn.gov/media/1687/businessentityfees.pdf)), 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](https://www.revisor.mn.gov/statutes/cite/322C.0706)

## 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](https://www.revisor.mn.gov/statutes/cite/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](https://www.revisor.mn.gov/statutes/cite/322C.0807)). It still closes separately in its home state.

Source: [Minn. Stat. 322C.0704: Other claims against a dissolved LLC](https://www.revisor.mn.gov/statutes/cite/322C.0704)

## 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](https://www.irs.gov/businesses/small-businesses-self-employed/how-long-should-i-keep-records)).

Pull the data out before the subscriptions end. The [export guide](https://origindatapartners.com/guides/export-company-records-before-closing) walks through accounting, CRM, support desk, shared drives and code repositories, and [business records after closing](https://origindatapartners.com/guides/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](https://origindatapartners.com/guides/sell-company-data-after-closing) sets out the checks; none of it affects the Minnesota filings.

Source: [IRS: How long should I keep records?](https://www.irs.gov/businesses/small-businesses-self-employed/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](https://origindatapartners.com/check-fit).


## Questions and answers

### How much does it cost to dissolve an LLC in Minnesota?

The Statement of Termination costs $35 by mail or $55 online or in person, which includes a $20 expedited surcharge. If you also file the optional Statement of Dissolution, it costs the same again.

### Can I dissolve an LLC online in Minnesota?

Yes. Online filings through the Secretary of State's business filing site are treated as expedited and cost $55 per statement. Mailed filings cost $35.

### Do I have to file a Statement of Dissolution in Minnesota?

No. Minnesota Statutes 322C.0702 says an LLC may file one while winding up. It announces the dissolution but does not end the LLC; the Statement of Termination does.

### Do I need a tax clearance to dissolve an LLC in Minnesota?

The LLC statutes do not require one for the Statement of Termination. Close the business's tax accounts in Revenue e-Services at the end of a filing cycle and file final returns for the last period.

### What happens if I don't dissolve my LLC in Minnesota?

If the annual renewal is not filed by December 31, the LLC is administratively terminated. It can be reinstated retroactively with one renewal and a $25 fee ($45 online), so administrative termination is not a dependable way to close.

### Articles of dissolution vs statement of termination in Minnesota?

Articles of dissolution are a corporation filing under chapter 302A. An LLC files a statement of termination under chapter 322C, optionally preceded by a statement of dissolution.

### How do I close a business in Minnesota?

For an LLC: wind up, close Revenue tax accounts in e-Services, terminate the unemployment account at ui.mn.gov, file final federal returns and file the Statement of Termination with the Secretary of State.

## Sources

- [Minnesota Secretary of State: LLC Statement of Termination form (PDF)](https://www.sos.mn.gov/media/6022/llcstatementoftermination.pdf)
- [Minnesota Secretary of State: Business filing fee schedule (PDF)](https://www.sos.mn.gov/media/1687/businessentityfees.pdf)
- [Minn. Stat. 322C.0701: LLC dissolution events](https://www.revisor.mn.gov/statutes/cite/322C.0701)
- [Minn. Stat. 322C.0702: Winding up, statements of dissolution and termination](https://www.revisor.mn.gov/statutes/cite/322C.0702)
- [Minn. Stat. 322C.0704: Other claims against a dissolved LLC](https://www.revisor.mn.gov/statutes/cite/322C.0704)
- [Minn. Stat. 322C.0705: Administrative termination](https://www.revisor.mn.gov/statutes/cite/322C.0705)
- [Minn. Stat. 322C.0706: Reinstatement](https://www.revisor.mn.gov/statutes/cite/322C.0706)
- [Minn. Stat. 322C.0807: Withdrawal of a foreign LLC](https://www.revisor.mn.gov/statutes/cite/322C.0807)
- [Minn. Stat. 322C.0205: Filing with the Secretary of State](https://www.revisor.mn.gov/statutes/cite/322C.0205)
- [Minn. Stat. 322C.0208: Annual renewal](https://www.revisor.mn.gov/statutes/cite/322C.0208)
- [Minn. Stat. 5.14: Expedited service surcharge](https://www.revisor.mn.gov/statutes/cite/5.14)
- [Minn. Stat. 302A.011: Business corporation definitions and filing fee](https://www.revisor.mn.gov/statutes/cite/302A.011)
- [Minn. Stat. 302A.711: Dissolution before shares are issued](https://www.revisor.mn.gov/statutes/cite/302A.711)
- [Minn. Stat. 302A.723: Notice of intent to dissolve](https://www.revisor.mn.gov/statutes/cite/302A.723)
- [Minnesota Department of Revenue: Closing an account or business](https://www.revenue.state.mn.us/closing-account-or-business)
- [Unemployment Insurance Minnesota: Terminate an employer account](https://www.uimn.org/employers/help-and-support/employer-user-guide/terminate-employer-acct.jsp)
- [IRS: Closing a business](https://www.irs.gov/businesses/small-businesses-self-employed/closing-a-business)
- [IRS: How long should I keep records?](https://www.irs.gov/businesses/small-businesses-self-employed/how-long-should-i-keep-records)

## Related reading

- [LLC Dissolution Fees and Forms by State (2026)](https://origindatapartners.com/guides/dissolve-llc-by-state)
- [How to dissolve an LLC: steps, forms and fees by state](https://origindatapartners.com/guides/how-to-dissolve-an-llc)
- [How to dissolve a corporation: forms, fees and Form 966](https://origindatapartners.com/guides/dissolve-a-corporation)
- [Cancel Google Workspace or delete Slack? Export data first](https://origindatapartners.com/guides/export-company-records-before-closing)
- [How long to keep business records: keep, destroy or license](https://origindatapartners.com/guides/business-records-after-closing)