Dissolve a Minnesota LLC or corporation
File with the Minnesota Secretary of State, then a final tax return.
The catch
The Intent to Dissolve and the LLC Statement of Dissolution only start the process. The Articles of Dissolution or the Statement of Termination is what ends it.
How to close a company in Minnesota
File your final tax return
Minnesota needs two filings to close most companies, $35 each by mail or $55 online.
Wind up the business
Hold the vote your governing documents and Minnesota law require. Pay or set aside what you owe, in the order your lawyer advises.
File with the Minnesota Secretary of State
LLC: Minnesota Limited Liability Company Statement of Dissolution, Minnesota Limited Liability Company Statement of Termination, $35. corporation: Minnesota Business Corporation Articles of Dissolution, $35.
Pick how to file
Online, by mail or in person. Online filings are typically processed within 2 to 5 business days. Mail is handled in the order received. Paid rush filing is available.
Check your records
Before you close accounts or delete Slack, work out what you must keep and whether a buyer may want it.
Facts and sources
| Fact | What we found | Source |
|---|---|---|
| Filing office | Minnesota Secretary of State, Business Services, 651-296-2803 | Minnesota Secretary of State |
| corporation: vote to dissolve | Minnesota Business Corporation Intent to Dissolve Fee: $35. $35 by mail, $55 online or in person. Filing it does not dissolve the corporation. A corporation that issued shares files it before or with the Articles of Dissolution. Full notesHow to file: Online filings are expedited and typically processed in 2 to 5 business days. Counter filings in Saint Paul are by appointment and processed while you wait. Mail goes first come, first served. | Minnesota Secretary of StateMinnesota Secretary of State |
| corporation: dissolve | Minnesota Business Corporation Articles of Dissolution (shares issued) Fee: $35. $35 by mail, $55 online or in person. Corporations that never issued shares use a separate Articles of Dissolution under 302A.711 at the same fees. Full notesHow to file: Online filings are expedited and typically processed in 2 to 5 business days. Counter filings in Saint Paul are by appointment and processed while you wait. Mail goes first come, first served. | Minnesota Secretary of StateMinnesota Secretary of State |
| LLC: dissolve | Minnesota Limited Liability Company Statement of Dissolution (Chapter 322C) Fee: $35. $35 by mail, $55 online or in person. This filing does not end the LLC. It records that the LLC already dissolved by an event in 322C.0701. Full notesHow to file: Online filings are expedited and typically processed in 2 to 5 business days. Counter filings in Saint Paul are by appointment and processed while you wait. Mail goes first come, first served. | Minnesota Secretary of StateMinnesota Secretary of State |
| LLC: terminate | Minnesota Limited Liability Company Statement of Termination (Chapter 322C.0702) Fee: $35. $35 by mail, $55 online or in person. This is the filing that cancels the LLC registration and moves the record to the inactive file. Full notesHow to file: Online filings are expedited and typically processed in 2 to 5 business days. Counter filings in Saint Paul are by appointment and processed while you wait. Mail goes first come, first served. | Minnesota Secretary of StateMinnesota Secretary of State |
| Tax clearance | No. Minnesota Department of Revenue. No clearance is needed to file. Closing the business with Revenue closes all its tax accounts, and any outstanding business tax returns must still be filed. | revisor.mn.govrevisor.mn.govrevisor.mn.govMinnesota Department of RevenueMinnesota Secretary of StateMinnesota Secretary of State |
| Before you file |
Full notes
| revisor.mn.gov |
| Newspaper notice | Only a corporation that chooses the creditor notice route under 302A.727 publishes: once a week for four weeks in a legal newspaper where its offices are, plus written notice to known creditors. | No official page says |
| Telling creditors | A corporation can notify creditors under 302A.727 or skip it under 302A.7291, which changes when it can file and how long claims stay open. An LLC may notify known claimants with a deadline of at least 120 days (322C.0703). | Minnesota Secretary of State |
| How long it takes | Online filings are typically processed within 2 to 5 business days. Mail is handled in the order received. Paid rush filing is available. | Minnesota Secretary of State |
| Other tax stops |
| Minnesota Department of Revenue |
Fees and form numbers change, so check the source before you file.
A checklist can keep you from forgetting things. It cannot tell you what your state requires today. Have your lawyer or CPA look at it before you rely on it. Vaultfish helps you run the process. We are not lawyers and this is not legal advice. If you need counsel who knows this area, we can point you to one. Ask for a referral
Questions people ask
How much does it cost to close a Minnesota LLC or corporation?
LLC (Minnesota Limited Liability Company Statement of Dissolution, Minnesota Limited Liability Company Statement of Termination): $35. corporation (Minnesota Business Corporation Articles of Dissolution): $35. Fees change, so check the source link before you pay.
Do I need tax clearance to close a Minnesota company?
Minnesota does not require a tax clearance before you file. The Intent to Dissolve and the LLC Statement of Dissolution only start the process. The Articles of Dissolution or the Statement of Termination is what ends it.
Where do I file in Minnesota?
File with the Minnesota Secretary of State, Business Services. You can file online, by mail or in person.
How long does it take to close a company in Minnesota?
Online filings are typically processed within 2 to 5 business days. Mail is handled in the order received. Paid rush filing is available.
What happens to my Slack, email and CRM when I close?
Closing the company does not decide what happens to your records. Keep what tax and payroll rules ask for. The IRS gives retention periods on its site. Then check what the rest could be worth before you delete it.
Is this legal advice?
No. We read the state pages so you don't have to, then link to them so you can check our work. Have your lawyer or CPA read it too. They like that.
