How to Dissolve an LLC in Minnesota (2026)
Closing a Minnesota LLC takes two filings with the Secretary of State: the Statement of Dissolution, then the Statement of Termination. Together they cost $70 by mail or $110 online or in person. Minnesota does not ask for a tax clearance or a notary signature on either form.
Both forms are short, just one page each, but they follow a strict order. You must vote to dissolve and start winding up first, and only then can you file the Statement of Dissolution. You also need to settle debts and notify creditors before you file the Statement of Termination.
This guide is for a domestic Minnesota LLC formed under Chapter 322C that wants to dissolve on its own terms. A foreign LLC winds down differently. It files a Certificate of Withdrawal instead.
Quick Summary
- File your final state and federal tax returns. The Secretary of State's paperwork doesn't cover this step, so it's on you.
- File the Statement of Dissolution first. The state needs it on file before it will accept a Statement of Termination.
- Keep a copy of your filed Statement of Termination for your own records. It's your proof the LLC no longer exists.
How to Dissolve an LLC in Minnesota: Quick Reference and Filing Steps
Here's the quick reference table for a Minnesota LLC dissolution. Below it, you'll find the full filing process, both required forms, the filing agency and the rules that trip people up.
| Detail | Information |
|---|---|
| Form name | Statement of Dissolution + Statement of Termination (Chapter 322C) |
| Filing fee | $35 by mail or $55 online/in person, per form ($70 or $110 total for both) |
| Expedited options | Online and in-person filing, faster than mail |
| Standard processing | Not published by the Secretary of State |
| Online portal | MBLS Portal (Business Filings Online) |
| Mail address | MN Secretary of State - Business Services, First National Bank Building, 332 Minnesota Street, Suite N201, Saint Paul, MN 55101 |
| In-person address | Same address, appointment only, 8:00 a.m.-4:00 p.m. Monday-Friday |
| Notarization required | No |
| Tax clearance required (agency) | No formal certificate. Close tax accounts separately with the Minnesota Department of Revenue via e-Services |
| Online filing mandatory for | Not mandatory. Mail, online and in-person are all accepted |
| Short-form eligibility | Not applicable. Every domestic LLC uses the same two-filing process regardless of debts or assets |
Step 1: Vote to Dissolve and File the Statement of Dissolution
Minnesota dissolves an LLC once all its members agree to close it [1]. Your operating agreement can set a different rule instead. For the general steps shared across states, see our guide to how to dissolve an LLC.
Hold a vote, and write down the result in your own words. Keep that record with your company files alongside your other formation paperwork.
Once you vote, file a Statement of Dissolution with the Secretary of State. The form confirms your LLC has already dissolved under Chapter 322C. It also says you're winding up the business. It doesn't start dissolution on its own [2].
Step 2: Notify Creditors
Send known creditors written notice of the dissolution. You set the claim deadline yourself. Minnesota law only requires at least 120 days [3].
Miss that deadline, and the claim is barred for good. If a claim arrives on time and you reject it, tell the creditor in writing. They then get 90 days to sue you. After that, the claim is gone.
For creditors you can't find or reach, Minnesota allows a newspaper notice instead. That starts a five-year clock, not 120 days. After five years, those claims are barred too [4].
Step 3: File Final Tax Returns
File your LLC's final state and federal tax returns before you close the company. Minnesota doesn't require a tax clearance certificate first. The Secretary of State never waits on the Department of Revenue to sign off.
You still have to close your tax accounts on your own. Log in to e-Services. Select Close Business under Taxpayer Information. Follow the prompts, or just call the department directly.
Step 4: Distribute Remaining Assets
Minnesota law sets a strict order for paying out what's left. Creditors come first, including any member who is also a creditor [5]. Nothing else goes out until they're paid.
Next, members get back their unreturned contributions, in full if there's enough money. Whatever surplus remains splits in equal shares among members and dissociated members. Every payout under this rule must be paid in cash. Property or services don't count.
Step 5: File the Statement of Termination, Close Accounts and Cancel Licenses
Once you've settled debts and paid out what's left, file a Statement of Termination with the Secretary of State. That closes the company for good. Neither this form nor the Statement of Dissolution needs a notary. You just sign both under penalty of perjury.
Minnesota doesn't offer a shortcut for small or debt-free LLCs either. Every domestic LLC files the same two forms, no matter its size or assets.
You can file by mail, online through the MBLS portal or in person. Online and in-person filings move faster than mail. The state just doesn't say exactly how much faster.
Close your LLC's business bank accounts once the Statement of Termination is filed. Keep a copy of the certificate for your own records.
Cancel your Minnesota sales tax permit and any local licenses tied to your LLC. If you registered a trade name or a DBA, cancel that too. If you used a registered agent, let them know the LLC is closed.
FAQs
How Long Does It Take To Dissolve an LLC in Minnesota?
Minnesota doesn't publish how many days it takes to dissolve an LLC. Filing online or in person tends to move quicker than mailing it in, though the state gives no fixed number either way.
How Much Does It Cost to Dissolve an LLC in Minnesota?
The cost to dissolve an LLC in Minnesota is $110 if you file online or in person, or $70 if you mail both forms in.
Does Minnesota Require a Tax Clearance to Dissolve an LLC?
No, Minnesota doesn't require a tax clearance before you can dissolve your LLC. The Secretary of State never checks with the Department of Revenue first, but you still need to file final returns and close your tax accounts on your own timeline.
How Does a Foreign LLC Withdraw From Minnesota?
A foreign LLC registered in Minnesota withdraws by filing a Certificate of Withdrawal instead of the Statement of Dissolution or Termination that domestic LLCs use.
What Happens If I Don't Formally Dissolve My Minnesota LLC?
If you don't formally dissolve your Minnesota LLC, it stays active on the state's records until you miss an annual renewal. Then the Secretary of State dissolves it administratively, and reinstating costs $25 by mail or $45 online or in person.
Can I File the Dissolution Forms Online Instead of by Mail?
Yes, you can file both the Statement of Dissolution and the Statement of Termination through the state's online system or in person, though either option costs $55 per form instead of $35 per form by mail.
References:
1. https://www.revisor.mn.gov/statutes/cite/322C.0701
2. https://www.revisor.mn.gov/statutes/cite/322C.0702
3. https://www.revisor.mn.gov/statutes/cite/322C.0703
4. https://www.revisor.mn.gov/statutes/cite/322C.0704
5. https://www.revisor.mn.gov/statutes/cite/322C.0707
