How to Dissolve an LLC in Minnesota? (Simple Guide)

Published by Delina Chantel Yasmeh | Author

Last updated: January 27, 2026

FACT CHECKED by Lou Viveros, Growth & Transition Advisor

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A Minnesota LLC may dissolve because of business completion, project termination, personal decisions, or financial losses.

I partnered with Venture Smarter's team of business dissolution consultants to walk you through the process step-by-step. Our team has helped guide 80+ Minnesota business owners through proper closure procedures.

Quick Summary

5 Steps to dissolving an LLC in Minnesota

When dissolving an LLC, make sure you understand what needs to be done beforehand. Here are the steps you should follow.

Step 1: Vote to Dissolve the LLC

The first step in dissolving an LLC is to gather all the members of the company and have a meeting.

The purpose of this meeting is to vote on whether or not to dissolve the company. If more than half of the voting members agree to dissolve the entity, then the official process can move forward.

Step 2: Notify Creditors About Your LLC's Dissolution

We compiled a list of all creditors to whom our LLC owes money and drafted a formal notice of dissolution.

This notice should include the LLC's name, the decision to dissolve, the effective date of dissolution, and instructions for creditors to submit their claims.

Minnesota state law often dictates a timeframe between 30-90 days within which creditors must submit their claims after receiving notice.

Once claims were received, our LLC owners reviewed them for validity.

"The LLC should settle legitimate claims per available assets. If the LLC doesn’t have enough assets to pay all claims, state laws usually provide a priority order for payment."

-Jon Morgan, Co-Editor & Co-Founder of Venture Smarter

Step 3: File Statement of Dissolution and Statement of Termination

Once your Minnesota LLC members have voted to dissolve, you must file two documents with the Minnesota Secretary of State.

First, file a Statement of Dissolution to indicate the company is in the process of dissolving. This document notifies the state that dissolution has been triggered under Minnesota Statutes 322C.0701.

Then, after winding up affairs and settling obligations, file a Statement of Termination under Minnesota Statutes 322C.0702 to complete the process.

Each filing requires the following information:

• The LLC's legal name and file number
• The effective date of dissolution
• The signature of an authorized person

Filing fees depend on submission method. By mail, each filing costs $35. Online or in-person submissions cost $55 per filing. In-person filings require an appointment.

Submit mail filings to:

Minnesota Secretary of State
First National Bank Building
332 Minnesota Street, Suite N201
Saint Paul, MN 55101.

Download the correct LLC forms from the Minnesota Secretary of State website under "Minnesota Limited Liability Company Forms [2]."

Step 4: Distribute Assets

Liquidate the company's remaining assets equitably among the members and settle all liabilities, including all transferable interests to the proper entities.

The transfer of our transferable interests was all done by the terms of the Minnesota LLC articles and bylaws.

Dissociated members can also be required to provide written notice of their intent to dissolve, transfer, or withdraw from the LLC in Minnesota before completing a dissolution process.

Step 5: Close All Accounts and Cancel Licenses and Permits

The last step is to close any business bank accounts associated with the LLC, a significant step towards finalizing the dissolution process, especially because, according to the US Small Business Administration, Minnesota saw 21,448 business establishments close between March 2023 and March 2024, highlighting the importance of orderly closure procedures [3].

Before closing our accounts, we ensured all outstanding checks had cleared and all automatic payments had been redirected or canceled.

The LLC should cancel any business licenses, permits, or registrations it holds. This includes state and local business licenses, sales tax permits, professional licenses, and any other permits specific to the LLC's industry or location.

Depending on the nature of the business, the LLC may need to notify certain government agencies, industry regulators, or licensing boards about its dissolution. This is particularly important for businesses in regulated industries.

FAQs

References:

1. https://www.lendingtree.com/business/small/failure-rate/
2. https://www.sos.mn.gov/business-liens/business-forms-fees/minnesota-limited-liability-company-forms/
3. https://advocacy.sba.gov/wp-content/uploads/2025/06/Minnesota_2025-State-Profile.pdf