Dissolving a company in Minnesota
The state-level facts for closing an LLC or corporation in Minnesota: the dissolution filing, its fee, whether tax clearance comes first, and the tax obligations that keep accruing until the filing is accepted. Every fact links to the official government source it was read from.
Minnesota LLC
- Dissolution filing
- Statement of Dissolution, followed by Statement of Termination (322C LLC) — filed with the Minnesota Secretary of State — Business Services. (official source)
- Filing fee
- $35 (official source)
- Tax clearance before filing
- Not required before the dissolution filing. (official source)
- Annual renewal
- The annual renewal is $0 for Minnesota LLCs, but missing it gets the company administratively dissolved by the Secretary of State — which is not a proper wind-down. Reinstatement costs $25 by mail or $45 online/in person plus the current year's renewal. Stay current until the dissolution filings are in. (official source)
- Final state return
- File any outstanding business tax returns, then close all tax accounts: in e-Services (as an e-Services Master), open the Taxpayer Information tab and select Close Business, or close individual accounts under Account Information > Close Account. Email business.registration@state.mn.us or call 651-282-5225 as alternatives. (official source)
Worth knowing
- Minnesota's LLC wind-down is two documents: the Statement of Dissolution starts winding up, and the Statement of Termination (Minn. Stat. 322C.0702) ends the company — each is a separate $35/$55 filing.
- Mail filings are $20 cheaper than online or in-person filings at the Minnesota Secretary of State ($35 vs $55 for dissolution filings).
- The annual renewal is free, so there is no fee saving from rushing — but an unfiled renewal leads to administrative dissolution, which leaves obligations unresolved rather than closing them.
- Closing all tax accounts through e-Services requires e-Services Master access for the business; set that up before the person who has it leaves.
- Older LLCs formed under chapter 322B have their own dissolution filings at the same fees; chapter 322C governs LLCs formed or converted since 2018.
Minnesota corporation
- Dissolution filing
- Notice of Intent to Dissolve, then Articles of Dissolution — filed with the Minnesota Secretary of State — Business Services. (official source)
- Filing fee
- $35 (official source)
- Tax clearance before filing
- Not required before the dissolution filing. (official source)
- Annual renewal
- The annual renewal is $0 for Minnesota business corporations, but missing it gets the corporation administratively dissolved — which is not a proper wind-down. Reinstatement costs $25 by mail or $45 online/in person plus the current year's renewal. Stay current until the dissolution filings are in. (official source)
- Final state return
- File the final corporation franchise tax return and any other outstanding returns, then close all tax accounts: in e-Services (as an e-Services Master), open the Taxpayer Information tab and select Close Business, or close individual accounts under Account Information > Close Account. (official source)
Worth knowing
- Corporations that have issued shares dissolve in two steps: the Notice of Intent to Dissolve is filed first and does not itself dissolve the corporation; the Articles of Dissolution complete it (Minn. Stat. 302A.7291 or 302A.727).
- A corporation that never issued shares skips the two-step process and dissolves with a single filing under Minn. Stat. 302A.711.
- Mail filings are $20 cheaper than online or in-person filings at the Minnesota Secretary of State.
- A withdrawing foreign corporation does not need tax clearance, but its application must state it has no property in Minnesota and has ceased transacting business here (Minn. Stat. 303.16).
- A foreign corporation that dissolves in its home state can file that certificate of dissolution with the Minnesota Secretary of State — it counts as a valid application for withdrawal (Minn. Stat. 303.16, subd. 5).
Closing a company is more than the state filing — payroll accounts, sales-tax permits, franchise-tax finals, federal returns, and creditor notices all have their own order and deadlines. A Winddown runbook sequences all of it for your specific company, with drafted consents and creditor notices included.
Sourced from the official pages linked above; facts we could not verify against an official source are shown as links rather than numbers. Requirements and fees change — the linked pages are authoritative. General information, not legal or tax advice.