How to Dissolve an LLC in Minnesota: Complete 2026 Guide

How to Form an LLC: Step-by-Step

1. 1

   Vote to Dissolve

   Every Minnesota LLC is governed by Chapter 322C, the state's Revised Uniform Limited Liability Company Act. Minn. Stat. 322C.1204 subd. 2 settles that plainly: on and after January 1, 2018, this chapter governs all limited liability companies. The older Chapter 322B was repealed by Laws 2014 c.157 art.1 s.91 and governs nothing today, so there is no vintage question to resolve before you start. Under Chapter 322C, dissolution begins when one of the events listed in section 322C.0701 occurs, and a member vote is the usual trigger. Start with your operating agreement, since it controls the approval threshold, whether written consent substitutes for a meeting, and who is authorized to sign filings afterward. If the agreement is silent, follow the default rules in Chapter 322C rather than assuming a simple majority is enough. Record the decision in a dated written consent or set of minutes that names the triggering event and identifies the person authorized to sign the Statement of Dissolution, because that authorization is what the later filings rest on.

   Pro tip: Name the authorized signer in the written consent itself. Nobody at the filing counter checks who signed, so the authorization sitting in your own records is what makes the filing defensible if a member later disputes it.
2. 2

   File the Statement of Dissolution and then the Statement of Termination with the Minnesota Secretary of State

   This is the part that surprises people. The Statement of Dissolution does not itself dissolve the LLC. Dissolution is triggered by the event under section 322C.0701, and the statement puts that fact on the public record. The filing fee is $35 by mail. A submission made in person or online costs $55, which is the same $35 plus a $20 expedite, because Minnesota treats both of those channels as expedited service. Forms and instructions are on the Secretary of State page at https://www.sos.mn.gov/business-liens/business-forms-fees/minnesota-limited-liability-company-forms/. Online filing is available at www.sos.state.mn.us and is processed as expedited, same-day work. Once winding up is finished, you file a separate Statement of Termination under section 322C.0702, which cancels the registration and moves the record to the inactive file. That second document is priced the same way, $35 by mail or $55 with the expedite, so a complete wind-down costs $70 by mail rather than $35. Minnesota does not publish a standard processing time in business days, so treat the overall timeline as variable: online and in-person filings are handled on an expedited basis, and mailed filings take longer.

   Pro tip: Do not stop after the Statement of Dissolution. Until the Statement of Termination is filed, the registration is still on the active record, which is exactly the situation that produces surprise notices a year later.
3. 3

   Notify Creditors and Settle Debts

   Minnesota gives a dissolved LLC a way to close the door on claims. Under section 322C.0703 the LLC may give written notice to known claimants, and the notice sets a deadline for submitting claims that must be not less than 120 days from receipt. That 120-day floor is the notice period the statute names. If you reject a submitted claim, the claimant then has 90 days to bring suit. Section 322C.0704 covers claimants you cannot identify: the LLC may publish notice of dissolution, and claims not brought within five years of publication are barred. Publication in Minnesota is an optional way to shorten the claim-bar period, not a required step and not a condition of filing. Minnesota does not require newspaper publication of a dissolution notice, so do not buy advertising you were never asked for.

   Pro tip: Send known-claimant notices with tracking. The 120-day clock runs from receipt, not from the date you typed on the letter, so proof of delivery is what makes the deadline enforceable.
4. 4

   Close Minnesota State Tax Accounts

   File your final Minnesota returns with the state tax agency, mark each one as a final return, and give the dissolution date. Depending on how your LLC operated, that can include the state entity or income tax return that applies to your classification, sales and use tax if you were registered to collect it, and withholding if you had employees. Close each registration rather than simply stopping the filings, because an open account keeps generating filing obligations and notices after the business is gone. One thing you do not need: the Minnesota Secretary of State does not require a state tax clearance to file either the Statement of Dissolution or the Statement of Termination. Final returns and account closure are your obligation regardless, but no clearance certificate stands between you and the filings.

   Pro tip: Close the sales tax registration explicitly and keep the confirmation. Dormant sales tax accounts are the most common source of automated notices addressed to a business that no longer exists.
5. 5

   Deactivate Your EIN with the IRS

   The IRS cannot cancel an EIN, but it can deactivate it once any outstanding returns are filed and taxes owed are paid. See the FAQ below for the letter and mailing addresses. Before you send the deactivation letter, finish the federal filings: a multi-member LLC taxed as a partnership files a final Form 1065 with the final return box checked, an LLC that elected S corporation treatment files a final Form 1120-S, an LLC that elected C corporation treatment files a final Form 1120, both also with the final return box checked, and a single-member LLC that never elected corporate treatment reports its last activity on the owner's return.

   Pro tip: Send the deactivation letter by certified mail with return receipt and keep the receipt with your dissolution file.
6. 6

   Distribute Remaining Assets to Members

   Creditors are paid before members. Settle or make adequate provision for the LLC's known debts and liabilities first, and hold back a reserve for any claim still inside the 120-day window you set under section 322C.0703. What remains after that is what gets distributed. Your operating agreement controls the split, and most agreements distribute according to membership interests or capital account balances. If the agreement does not address it, follow the default distribution rules in Chapter 322C rather than agreeing on a division that feels fair at the time. Value non-cash property at fair market value before you transfer it, document who received what, and warn members that a distribution can carry a tax consequence on their personal returns.

   Pro tip: Distribute before you file the Statement of Termination, but only after the reserve is set. Members who have already been paid are difficult to claw back from when a late claim turns out to be valid.
7. 7

   Confirm Dissolution is Complete

   Search your LLC in the Minnesota Secretary of State business search and confirm that the Statement of Termination has been processed and the record has moved to the inactive file. That inactive status, not the Statement of Dissolution, is the signal that the registration is actually cancelled. Save the filed copies of both statements rather than the submission confirmation emails, because banks, insurers, and buyers ask for the filed documents. Then build a single dissolution file containing the member authorization from step 1, both filed statements, the creditor notices and any claim rejections, the final federal and Minnesota returns, and signed acknowledgments for every distribution. Keep the registered agent arrangement in place until the record shows the termination, so late mail still reaches a real person.

   Pro tip: Save a dated PDF of the business search result showing the inactive status. It costs nothing and it settles the question of when the registration was actually cancelled.

Winding-Up Checklist

• Cancel all Minnesota business licenses and permits

  Return to each agency that issued a license, permit, or local registration and cancel it in writing. Anything that renews automatically will keep generating fees and filing duties after the LLC has stopped trading.

• Close business bank accounts

  Close the accounts only once every check has cleared, every card is cancelled, and every recurring debit has stopped. Keep the final statements, since they are the clearest record of what was paid and what was distributed.

• Cancel business insurance policies

  Give each carrier the dissolution date in writing and ask about a refund of unearned premium. If you carried a claims-made policy, ask specifically about tail coverage, because claims can arrive after the business is gone.

• Notify vendors, suppliers, and customers in writing

  Send dated written notice so nobody ships goods, renews a contract, or invoices the LLC after the dissolution date. File those notices alongside the creditor correspondence from step 3.

• File final payroll tax returns and W-2s (if you had employees)

  File the final federal employment tax returns and the final Minnesota withholding returns, and issue W-2s to employees and 1099s to contractors on the usual schedule. Payroll obligations survive dissolution and can reach responsible individuals personally.

• Retain business records per Minnesota retention requirements

  Our verified data does not establish a specific Minnesota retention period for a dissolved LLC's records, so do not discard anything on a guess. Keep both filed statements, the final returns, the creditor notices, and the distribution records for as long as your tax advisor recommends.