How to dissolve a Minnesota LLC
Data last updated: Apr 21, 2026The quick read on dissolving a Minnesota LLC
$35 is roughly in line with the $46 national average. Minnesota accepts the dissolution filing online or mail, with online approvals in about 1 business day. There is no formal tax clearance requirement, so the filing itself is the bottleneck rather than tax review.
Dissolution is a procedural filing, not a tax audit. The Secretary of State's job is limited to confirming the document is properly completed and the LLC is in good standing. What matters most for Minnesota filers is the order of operations: vote, file, and close the federal side. Each step is simple individually; doing them out of order or skipping the federal step is what causes problems years later.
Dissolution steps in Minnesota
The state-specific procedure, in order. Skip any step and the state's dissolution filing will be rejected or left incomplete.
- Member vote to dissolve
Minnesota's LLC statute calls for a per operating agreement member vote to dissolve, unless your operating agreement specifies a different threshold. Document the vote in meeting minutes or a written consent.
- File the Statement of Dissolution / Articles of Termination (Chapter 322C) with Minnesota Secretary of State, Business Services Division
Filing fee is $35. Online filing is available through the state portal. Mail filings are accepted.
- Close federal tax obligations with the IRS
File the final federal return, check the "final return" box, and file Form 966 if the LLC had C-corp tax treatment. Close the EIN by writing to the IRS. See the IRS close-a-business page for the full federal checklist.
- Cancel other registrations
Sales tax permits, employer accounts, business licenses, fictitious-name registrations, and foreign-qualification filings in other states all need to be wound down separately from the LLC dissolution itself. The state won't do this automatically.
How this plays out in Minnesota
Start with the member vote. Under Minn. Stat. 322C.0701, dissolution events are set by the operating agreement first; absent contrary agreement, consent of all members is required under Minnesota's Revised Uniform LLC Act. Document the written consent before filing.
File the Statement of Dissolution or Articles of Termination through the MBLS portal for $55 total and 1-day processing, or mail to Business Services at 60 Empire Drive, Suite 100, Saint Paul, MN 55103 for $35 with about 11 days of review. Chapter 322C distinguishes between a Statement of Dissolution (which begins winding up) and Articles of Termination (which end the entity after winding up is complete); for most small LLCs with no outstanding liabilities, both are filed in short succession or a single termination filing suffices.
Close Minnesota taxes with the Department of Revenue. DOR does not issue or require a clearance certificate, but the LLC must file final Minnesota returns: partnership return for multi-member pass-throughs, corporate franchise tax for any C-corp election, plus any final sales and use tax and withholding returns. If the LLC had Minnesota property, payroll, or sales above $1,130,000, it may also owe the partnership minimum fee. Close the federal side: final IRS return marked final, Form 966 within 30 days of the dissolution resolution if the LLC elected C-corp treatment, and a written EIN closure letter.
What a clean Minnesota dissolution actually costs
The Secretary of State fee is rarely the biggest line item. For most Minnesota LLC owners, the real cost is a combination of the filing fee, outstanding state tax, federal closure, and any foreign-LLC wind-downs in other states.
| Cost component | Amount | Notes |
|---|---|---|
| Base Secretary of State filing | $35 | Filed with Minnesota Secretary of State, Business Services Division |
| Final federal return (DIY) | Free | Or $200 to $800 if a CPA prepares it |
| Foreign-LLC withdrawals (if any) | $10 to $125 per state | Each state where you qualified as foreign LLC |
How Minnesota compares to other states
$35 is roughly in line with the $46 national average. Across all 51 US jurisdictions, the median dissolution fee is $30 and the average is $46; fees cluster between $0 and $75, with Delaware and DC at the $220 top end. By fee ranking, Minnesota sits at #30 from cheapest to most expensive.
Filing path matters as much as the fee. Minnesota's online or mail dissolution process gives you flexibility: online for speed, mail as a backup when you need an original signature for another purpose. Minnesota does not impose a formal tax clearance check, which shortens the overall timeline compared to states that do.
Requirements at a glance
Common pitfalls
The first Minnesota-specific trap is the passive dissolution route. If you simply miss the December 31 annual renewal deadline, the Secretary of State statutorily dissolves the LLC on the first business day of the following year under Minn. Stat. 322C.0209. Some owners treat this as a free exit, but it is worse than filing. The LLC stays on record as administratively dissolved rather than terminated, reinstatement costs $25 by mail or $45 online, and the status complicates things if members need certificates of good standing for other purposes or if creditors make post-dissolution claims.
The second pitfall is filing a Statement of Dissolution without following through on Articles of Termination. Chapter 322C treats the Statement of Dissolution as the start of winding up, not the end of the entity's existence. Members sometimes file the statement, wind up affairs, and forget to file the termination document, which leaves the LLC on record in wind-up status indefinitely. For an LLC with no debts and no assets to distribute, file one clean termination filing. For an LLC with outstanding obligations, follow through and file the second filing after winding up.
What happens after the state accepts your filing
Once the Secretary of State accepts the termination filing, the LLC is terminated under Chapter 322C and no further Minnesota annual renewals are due (they were already free, but the status flips to terminated rather than active). The name is not reserved. Another filer can register a new entity under it after termination posts. Keep the LLC's books, bank records, and tax filings for at least seven years to cover Minnesota's 3.5-year general assessment statute plus the federal 6-year extended statute. LLCs with Minnesota employees should close the Department of Employment and Economic Development unemployment account separately; that account does not close automatically with DOR filings.
Documents and filings checklist
- Written consent or meeting minutes
Record the member vote to dissolve. Keep with corporate records.
- Statement of Dissolution / Articles of Termination (Chapter 322C)
Filed with $35 fee at Minnesota Secretary of State, Business Services Division. Form PDF.
- Final federal return
Form 1065 (multi-member), Schedule C on 1040 (single-member), or 1120/1120-S if corp-taxed. Check the "final return" box.
- IRS Form 966
Only if the LLC had C-corp tax treatment. Due within 30 days of the dissolution resolution.
- IRS EIN closure letter
Sent to the IRS requesting the EIN be closed. See the IRS close-a-business checklist.
- State tax permit cancellations
Sales tax, employer withholding, unemployment insurance. Each is a separate filing with the state tax and labor agencies.
- Foreign-LLC withdrawals
Certificate of Withdrawal filed with each state where the LLC was registered to do business as a foreign LLC.
Filing agency
Minnesota Secretary of State, Business Services Division
- Website
- www.sos.mn.gov
- Phone
- (651) 296-2803
- business.services@state.mn.us
- Minnesota Secretary of State, Business Services, Retirement Systems of Minnesota Building, 60 Empire Drive, Suite 100, Saint Paul, MN 55103
- Office
- First National Bank Building, 332 Minnesota Street, Suite N201, Saint Paul, MN 55101
- Hours
- 8:00 AM to 4:00 PM Central, Monday to Friday
Frequently Asked Questions
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How much does it cost to dissolve a Minnesota LLC?
The Statement of Dissolution or Articles of Termination costs $35 by mail to Saint Paul or $55 online through the MBLS portal. The $20 differential buys same-day processing versus roughly 11 days by mail, so online is almost always the right choice. There is no separate expedite fee and no tax clearance cost. A typical clean closure runs $35 to $55 in state fees.
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How long does Minnesota LLC dissolution take?
Online filings through the MBLS portal at $55 total process in 1 business day. Mail filings at $35 run about 11 business days. Minnesota does not offer a separate paid expedite tier; the $20 differential between mail and online is the de facto fast lane. Factor in an extra week or two to close DOR tax accounts.
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Do I need a tax clearance certificate in Minnesota?
No. The Department of Revenue does not require a clearance certificate before the Secretary of State will accept the dissolution or termination filing. The LLC still has to file final Minnesota returns (partnership, withholding, sales, and corporate franchise if a C-corp) and close its DOR accounts, but no clearance document is attached to the SOS filing. Close DOR accounts in parallel with the SOS filing.
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What vote is needed to dissolve a Minnesota LLC?
The operating agreement controls under Minn. Stat. 322C.0701. Absent a contrary provision, Minnesota's Revised Uniform LLC Act defaults to consent of all members. Document the vote in a written consent before filing. See Minnesota LLC formation for background on Chapter 322C.
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What's the difference between a Statement of Dissolution and Articles of Termination?
The Statement of Dissolution begins winding up under Chapter 322C; the Articles of Termination end the entity's existence after winding up is complete. For small LLCs with no debts and no assets to distribute, a single termination filing handles both steps. LLCs with outstanding obligations file the dissolution statement first, wind up affairs, then file the termination filing to fully close the entity.
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What happens if I just miss the December 31 annual renewal?
Minnesota statutorily dissolves the LLC on the first business day of the following year under Minn. Stat. 322C.0209. The LLC stays on record as administratively dissolved, and reinstatement costs $25 by mail or $45 online plus the current year's renewal. This is worse than a voluntary $35 or $55 termination because the status complicates good-standing certificates, bank relationships, and any post-dissolution creditor claims.
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Do I still need to notify the IRS?
Yes. File a final federal return for the LLC (Form 1065 for multi-member, Schedule C on Form 1040 for single-member, Form 1120 or 1120-S if the LLC elected corporate treatment), check the final return box, and distribute any remaining balances. File IRS Form 966 within 30 days of the dissolution resolution if the LLC had C-corp treatment, and close the EIN by letter. The IRS close-a-business page has the federal checklist.
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How long does LLC dissolution take in Minnesota?
Online filings are processed in about 1 business day through the state portal. Mail filings take about 11 business days once received.
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Can I file the Statement of Dissolution / Articles of Termination (Chapter 322C) online?
Yes. Minnesota accepts LLC dissolution filings online through the state portal. Mail is also accepted as an alternative.
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What vote is required to dissolve a Minnesota LLC?
Minnesota's LLC statute specifies a per operating agreement member vote to dissolve, unless the operating agreement sets a different threshold. Most LLCs follow the statutory default. Document the vote in a written consent or meeting minutes before filing any dissolution paperwork.
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Does dissolution close my federal tax obligations?
No. The Minnesota Secretary of State does not notify the IRS. You have to close the federal side separately: file a final federal return marked as "final," file IRS Form 966 within 30 days if the LLC had C-corp tax treatment, and close the EIN by writing to the IRS. The EIN stays on file forever; closing it flags the entity as inactive so automated notices stop. See the IRS close-a-business page for the full federal checklist.
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Will my LLC name become available for someone else to use after dissolution?
In most cases yes. Minnesota typically releases the LLC name back to the general pool once the dissolution filing is accepted, and a third party can register a new entity under the same name shortly thereafter. If preserving the brand matters, keep a minimal LLC active or register the business name as a trademark.
Related
Sources
- Filing fee: www.sos.mn.gov/business-liens/start-a-business/business-filing-certifi… · verified April 21, 2026
Minnesota SoS Business Filing and Certification Fee Schedule: Chapter 322C LLC Statement of Dissolution / Articles of Termination is $35 by mail or $55 in-person/online. The $35 mail fee is recorded as the default filingFee. - File online: mblsportal.sos.state.mn.us/ · verified April 21, 2026
Minnesota Business and Lien System (MBLS) online portal. Minnesota has moved most LLC filings to online-only; Chapter 322C dissolution and termination filings are submitted through the MBLS portal. In-person/online fee is $55 and processes same-day or within 1 business day. - Expedited: www.sos.mn.gov/business-liens/start-a-business/business-filing-certifi… · verified April 21, 2026
Minnesota does not offer a separate expedited tier for LLC dissolution filings. The $20 premium between mail ($35) and online/in-person ($55) functions as a de facto same-day versus mail differential. Online/in-person filings process same day or within 1 business day. - Tax clearance required: www.revenue.state.mn.us/businesses-going-out-business · verified April 21, 2026
Minnesota Department of Revenue 'Businesses Going Out of Business' guidance. DOR does not require a tax clearance certificate before the Secretary of State will accept LLC dissolution or termination filings. The LLC must file final Minnesota returns (income/partnership, withholding, sales) and notify DOR to close tax accounts, but clearance is not a prerequisite to SOS filing. - Member vote standard: www.revisor.mn.gov/statutes/cite/322C.0701 · verified April 21, 2026
Minn. Stat. 322C.0701 (Events causing dissolution). Defers to the operating agreement; by default the consent of all members is required for voluntary dissolution under Minnesota's Revised Uniform LLC Act. - Irs closure url: www.irs.gov/businesses/small-businesses-self-employed/closing-a-busine… · verified April 21, 2026
IRS closing-a-business checklist: final federal returns, employment tax deposits, and EIN account closure.