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Liquidating and Leaving: How to Dissolve an LLC in Minnesota

By Alison K Plaut

Published on 3 Nov 2023 6 min read

Building and growing a Minnesota business requires determination and persistence, but even after putting so much into the company, sometimes it’s time to close the doors. Whether you need to close a business or open an LLC for a specific purpose you’ll need to follow specific steps to wind up the company. Dissolving an LLC in Minnesota is simple, read on to learn how to dissolve an LLC in Minnesota.

Understanding LLC Dissolution in Minnesota

Dissolving an LLC in Minnesota can make sense for a variety of reasons. If you created an LLC and you don’t need it anymore, dissolving it is the best course of action to avoid fees or penalties. Typically, you will dissolve a Minnesota LLC when the company is no longer economically viable, if the business purpose is completed, or if you’re moving on to other business ventures. 

Dissolving a Minnesota LLC is a key step in officially winding up a company’s affairs and dissolving its standing as a legal business entity. 

In Minnesota, you’ll need to dissolve an LLC by filing with the Minnesota Secretary of State. You can file the document for dissolution online at www.sos.state.mn.us, by mail, or in person. If you have questions, you can contact them by phone at 1-877-551-6767 or 651-296-2803 for the Saint Paul metro area. 

Why Dissolve an LLC in Minnesota?

Business owners choose to dissolve an LLC for a variety of reasons. If you no longer want to operate the LLC or no longer need the LLC, it’s usually best to dissolve it. For example, if you want to pursue another business venture through a different business entity, you could dissolve the LLC which is no longer needed.

Likewise, if you have multiple LLCs for multiple purposes, dissolving LLCs you don’t use can simplify filing and management and reduce costs.

Reasons to dissolve an LLC include:

• Loss of business viability 
• The business is closed 
• Bankruptcy
• The LLC is no longer needed
• The business is no longer allowed to operate in the US 

Note that if you’re a visa holder who created an LLC, you don’t need to dissolve a Minnesota LLC that is still in use or has a business purpose, even if you’re no longer in the US. 

How to Dissolve an LLC in Minnesota in 7 Steps

Dissolving an LLC in Minnesota is simple. You’ll need to complete the winding up activities to close the business and file with the Minnesota Secretary of State. Procedures are usually outlined in the operating agreement. Here are the steps to take:

1. Review Your LLC’s Operating Agreement

It’s essential to understand the specific dissolution procedures outlined in your LLC’s operating agreement. This will usually include information on member’s ownership of the LLC and their voting rights, as well as dissolution procedures. It will also note the signatures, voting, or other procedures required to dissolve the LLC legally. 

2. Vote to Dissolve an LLC

Convene a meeting with all LLC members to discuss and approve the dissolution decision. According to any guidelines outlined in the operating agreement, this can be done online or in person and may require unanimous agreement. 

3. File Articles of Dissolution

Prepare and file the necessary legal paperwork, known as Articles of Dissolution, with the appropriate state agency responsible for LLC registration. In Minnesota, this filing must be made with the Secretary of State. You’ll start by filing with the Minnesota Secretary of State. You can file the document for dissolution online at www.sos.state.mn.us. Alternatively, you may file by mail or in person at:

Minnesota Secretary of State – Business Services

First National Bank Building

332 Minnesota Street, Suite N201

Saint Paul, MN 55101

The office is staffed between 8 am and 4 pm, Monday through Friday, except for holidays. You can contact them by phone at 1-877-551-6767 or 651-296-2803 for the Saint Paul metro area. 

4. Notify Tax Agencies and Pay Remaining Taxes

Ensure you file all necessary tax returns, including income tax and employment tax returns, with the appropriate tax authorities. When filing taxes with the IRS, you must check the final return box on your company’s federal tax forms. Consult with a tax professional to accurately complete these filings.

5. Inform Creditors and Settle Existing Debt

A key part of closing a Minnesota LLC is settling all debts and distributing assets. Make a plan to pay off all credit card debt or loans. Be sure to notify creditors and close any lines of credit as part of dissolving an LLC.  

6. Wind Up Other Business Affairs

Depending on the nature of the business, you may need to sell machinery, inventory, or assets, as well as inform suppliers, customers, and other key stakeholders. If you have employees, you’ll need to inform them and make relevant plans for a severance package, letters of recommendation, or new job opportunities. 

You’ll also want to close business bank accounts, cancel business licenses, and close any other business accounts or lines of credit. If you have used a Minnesota registered agent service, you will need to inform the registered agent and cancel the service. 

Winding up a Minnesota LLC checklist:

• Notify suppliers and customers
• Cancel business licenses and permits
• Handle employee matters
• Close company bank accounts

7. Distribute Remaining Assets

Once all debts, obligations, and tax liabilities have been settled, the final step for the Minnesota LLC is to distribute the remaining assets and profits among the LLC members according to the agreed-upon terms outlined in the operating agreement. The LLC operating agreement outlines the percentage of ownership of each member and the distribution of assets. Distribute assets among the LLC members to finalize the company dissolution. 

How Much Does It Cost to Dissolve an LLC in Minnesota?

You’ll need to pay a $35 filing fee to dissolve an LLC in Minnesota by mail or $55 for expedited in-person dissolution. You can pay by check made payable to the MN Secretary of State or online by credit card.  

Should I Dissolve My LLC Myself or Hire an LLC Dissolution Service in Minnesota?

It’s possible to dissolve an LLC yourself with a simple filing and additional winding up steps. However, as a business owner, getting professional help can save you both time and money, even in company dissolution. The support of a tax professional, lawyer, or professional dissolution service can provide the expertise and support you need to deal with tax filings, distribution of assets, or debt payments.

Even with a simple dissolution, tapping into professional assistance to facilitate the process can be hugely advantageous. You could hire professionals to handle the dissolution for you, freeing up time so you can focus on new opportunities. 

Get doola to Help You Dissolve a Minnesota LLC

Wrapping up business operations involves many moving pieces, from dealing with employees to paying off debt, correctly filing taxes, and filing the dissolution paperwork. If you need extra support, consider reaching out to doola for customized LLC dissolution services. 

With doola dissolution service, you just need to create an account and upload basic information about your company. Then, doola will prepare the Articles of Dissolution and get back to you if any additional information is needed. When Minnesota confirms the dissolution, it will inform you immediately. Get doola LLC dissolution to save time!

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