How to Dissolve an LLC in Minnesota

If you no longer wish to conduct business with your LLC, it is important to officially dissolve it. Failure to do so in a timely fashion can result in tax liabilities and penalties, or even legal trouble.

To dissolve an LLC in Minnesota, simply follow these three steps:

Follow the Operating Agreement
Close Your Business Tax Accounts
File Articles of Dissolution

Step 1: Follow Your Minnesota LLC Operating Agreement

For most LLCs, the steps for dissolution will be outlined in the operating agreement. Some common dissolution steps include:

Holding a vote with LLC members to dissolve the LLC
Recording the dissolution vote in the LLC’s meeting minutes
Determining the formal date of dissolution
Distribution of LLC assets
Notifying creditors and settling any business debts

If your LLC does not have any set dissolution procedures in its operating agreement, you should consult the state for further instruction.

Step 2: Close Your Business Tax Accounts

Every active Minnesota LLC has various tax accounts that are maintained by different departments within the Minnesota State government. Before you can dissolve your LLC, you must first pay off all taxes and/or fines owed to these accounts.

Here are some of the common taxes your LLC may owe:

Minnesota Franchise Tax
If you have or have had employees in Minnesota:
- Unemployment Insurance Tax
- Employee Withholding Tax
If your LLC sells or has sold taxable goods or services in Minnesota:
- Sales & Use Tax

Closing your tax accounts usually involves simply filing a final return to the appropriate agency. However, some accounts require submitting other official paperwork. If you need assistance in closing your tax accounts, it may be helpful to hire a Certified Public Accountant.

NOTE: None of your LLC's tax accounts can be closed if they have a remaining balance. All taxes, penalties, fees, and interest must be paid in full before you can dissolve your LLC.

Step 3: File Articles of Dissolution

Articles of Dissolution, known in Minnesota as Statement of Termination, are the forms that you file to voluntarily dissolve your LLC. Once this document has been filed and processed, your LLC will no longer legally exist.

In Minnesota, you must first file a Statement of Dissolution stating that you are in the process of winding up your business. Then, once you wind up your LLC, you must file the Statement of Termination.

Minnesota requires business owners to submit their Statement of Termination by mail, online, or in-person.

File the Minnesota LLC Articles of Dissolution

Option 1: File by Mail or In-Person

Download Form

Filing Fee:

$35.00 by mail, $55.00 expedited in-person

Mail to:

Minnesota Secretary of State - Business Services
Retirement Systems of Minnesota Building
60 Empire Drive, Suite 100
St Paul, MN 55103

- OR -

Option 2: File Online

File Online

Fee: $35 by mail and $55 online and in person