If you have a limited liability company (LLC) in Minnesota, you may need to shut down the business at some point. On the other hand, maybe you’ve started another company or decided to relocate to another state — whatever the reason, you’ll need to follow the somewhat complicated LLC dissolution process.
You’ll still be responsible for annual reports if it’s done incorrectly. But, lucky for you, this handy guide explains how to dissolve an LLC in Minnesota.
Properly shutting down an LLC involves several crucial steps, as detailed below.
1. Vote for Dissolution
LLC owners must vote to dissolve the LLC. Hopefully, you have an operating agreement that details the process. If not, the Minnesota secretary of state will automatically terminate your LLC if you haven’t filed an annual renewal form by December 31st of each year. Either way, you should draft a resolution to dissolve the LLC.
2. Cancel Business Licenses and Permits
If you were required to get licenses and permits for your business, you’ll need to contact the issuing agencies to cancel them so that you’re not charged renewal fees. If you have any outstanding fees, you’ll likely need to pay them before you are allowed to cancel.
3. Notify Creditors
If you owe money to any creditors, they’ll expect you to notify them in writing of the dissolution and give them detailed instructions on filing any claims for the outstanding debt. You must include a mailing address for claims and set a deadline of at least four months for creditors to file a claim.
Though you don’t legally need to give notice to creditors before dissolution in Minnesota, if you don’t, creditors can file claims against your business even after you’ve dissolved. You will take liability for their claim.
4. Notify Tax Departments
Notify any relevant tax authorities of the dissolution and pay any outstanding taxes due.
5. Cancel Contracts and Settle Financial Obligations
If you have contracts with vendors, lessors, or any other outstanding financial obligations, you’ll need to ensure all your obligations are fulfilled and all contracts are canceled.
6. Distribute Assets to Members
If the LLC has any assets remaining in any form after all financial obligations have been settled, they must be distributed to members based on LLC ownership percentages. If the assets are equipment, property, or other non-cash assets, they’ll need to be sold first so distributions can be made in cash.
7. File the Dissolution Papers with Minnesota
In Minnesota, the process to officially dissolve your LLC is fairly simple. First, fill out the Secretary of State’s Statement of Termination, and save it as a PDF on your computer.
Then, you can file it online through the Secretary of State’s website. Head over to their Business Search page, and search for your business by name. From the drop-down menu, select “details” next to your business.
At the top dark blue banner, click “File Amendment / Renewal.”
From here, you’ll need to sign in or create an account with the Secretary of State website. Then, you can upload your Statement of Termination and pay through US Bank.
Alternatively, you can print out the form and either file it in person or mail it to:
Minnesota Secretary of State – Business Services
First National Bank Building
332 Minnesota Street, Suite N201
Saint Paul, MN 55101
The fee for filing the statement of termination in Minnesota is $55 for expedited in-person or online filings and $35 by mail.
A check should be paid to the Minnesota Secretary of State if you mail it.
Regardless of the reason, LLC dissolution must be done right to avoid legal issues and financial penalties. Therefore, it’s highly recommended that you employ the services of an attorney to ensure everything is done correctly and all bases are covered.
How much does it cost to dissolve an LLC in Minnesota?
You can file a Statement of Termination by mail for $35 or receive expedited in-person or online filing service for $55.
How long does it take to dissolve a Minnesota LLC?
Once your members vote for dissolution and your LLC settles all of its liabilities, filing to dissolve your LLC is a very quick process: an expedited in-person or online filing will be processed immediately, and a mailed filing should be processed in five to seven business days.
Should I close an unused LLC in Minnesota?
If your Minnesota LLC has sat unused since its organization, consider closing it. However, it costs at least $35 to terminate your LLC and $0 to renew it annually. If there’s a chance you might return to your LLC one day, there’s no harm in renewing it perpetually.
What happens if I don't dissolve my LLC in Minnesota?
Even if you don’t file to dissolve your Minnesota LLC, your LLC will automatically be terminated if you fail to file an annual renewal by December 31st. The secretary of state will then issue you a certificate of administrative termination, which must be filed with the office of the secretary of state for $35.
Suppose you change your mind and want to reinstate your LLC after receiving a certificate of administrative termination. In that case, you can simply file the current year’s renewal form to be retroactively renewed. The filing fee is $35 by mail and $45 for in-person or online filing.
What is the difference between the dissolution and termination of an LLC in Minnesota?
In Minnesota, a Statement of Termination causes an LLC’s dissolution and winding up. On the other hand, a Statement of Dissolution is filed by LLCs that have already been dissolved and merely serves as proof that your business is winding up.