How to Dissolve (Close) an LLC in Minnesota

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.

In Closing

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.