How to Dissolve an LLC in Minnesota

Dissolving a business often involves complex procedures. However, for a limited liability company in Minnesota, dissolving it takes a handful of paperwork. When an LLC is formed in Minnesota, the owner(s) draft the operating agreement. If the owner(s) decide to dissolve the business, the dissolution takes place following the articles mentioned in the operating agreement.

In this article, LLCBuddy editors shared the ins and outs of dissolving an LLC in Minnesota. LLCs must file the Articles of Dissolution with the Minnesota Secretary of State like the formation certificate was filed at the time of forming an LLC in Minnesota. It takes a few days to process and a handful of fees to be paid to the SOS. Many people hire a professional service to do the paperwork to process it hassle-free.

At the time of forming an LLC, an operating agreement draft must be written. Generally, the process of dissolution takes place following the operating agreement (read: Minnesota LLC operating agreement). Before the dissolution process, there are a few things to consider in the LLC.

First, make sure all the members of the LLC agree to dissolve the business. Once all the members are ready, their consent should be recorded via voting. After casting their vote in favor of the dissolution, the legal process must be started.

Dissolution of Minnesota LLC requires three broad procedural steps. Having a Minnesota LLC Operating Agreement, closing all the tax accounts, and finally submitting the Articles of Dissolution form to the Minnesota Secretary of State.

Step 1: Follow the LLC Operating Agreement in Minnesota

When you have started an LLC as a business entity, then there is an operating agreement that is formed. There are complete details of how the company will function and grow in that operating agreement, which acts as a comprehensive guide. There is also a dissolution process, which is added to your agreement. The common dissolution steps that almost every LLC follows are:-

First of all, the dissolution vote will take place among the LLC members in the dissolution meeting. If the majority is with the YES, then the process goes into legal proceedings.

All the dissolution votes will be noted down and recorded with the minutes of the meeting or a consent form.
After that, a formal date for dissolving the LLC will be decided.
The next step is counting the LLC assets and dividing them among the stakeholders and members accordingly.
Finally, the creditors of the business are notified, and the debts of the business are settled.

This is a general process. However, it is strongly recommended to seek professional help to avoid any complications when it comes to terminating an LLC in Minnesota.

Get a Professional Agent Service

When it comes to a limited liability company dissolution, it is important to get professional help. Minnesota registered agent will guide you with everything you need to close your limited liability company. While choosing a registered agent make sure they have a physical street address in the state. A professional service provider helps you to file the Article of Dissolution and close your various tax accounts without any hassle. Below are the best LLC services in Minnesota that we strongly recommend for you.

LLC Service	Our Rating & Pricing	Top Features	Learn More
#1 TOP PICK	4.5/5 $0 + State Fees	100% accuracy guarantee Worry-free service Great customer support	Learn More
	4/5 $0 + State Fees	Free LLC Formation Affordable Add-on services Other business solutions	Learn More

Step 2: Close All Tax Accounts

Every action that an official business takes is legally bound to some minimum business taxes. For that, various accounts, especially business entity tax accounts, are maintained by the state government with the help of various departments. You should consider all the taxes that you have paid for your LLC’s duration and make a list of them.

You must contact all government entities and clear the amount of outstanding taxes due by the date you have decided to dissolve. All the taxes must be paid in advance so that you don’t face any issues in the process of shutting down your LLC.

Some of the common taxes that limited liability companies have to pay are:

Unemployment insurance tax
Employee withholding tax if your LLC has employees.
If your LLC is engaged in selling taxable goods then they are liable to pay the sales and use tax.

Most of these taxes are normally filed, but some departments require official paperwork, without which it is impossible for the business to close their accounts. Apart from business taxes, federal taxes, personal income taxes, and franchise taxes are to be considered. For the franchise taxes, a franchise tax form is required. That is why the LLC owner should go through the sales tax guide and hire an accounting service.

Tax clearance

While dissolving the Minnesota LLC, the owner is not required to obtain a tax clearance certificate. However, if you have filed federal taxes, then you must go through the final return option on your IRS form.

The IRS form for the LLCs that are classified as partnerships is Form 1065, and those LLCs who have registered themselves as corporate should check IRS Form 1120.

BOI Reporting

If you’re going to dissolve your LLC this year, make sure to update your BOI reporting. From January 1, 2024, the Financial Crimes Enforcement Network (FinCEN) implied a rule to all businesses, including LLCs in Minnesota to file the BOI Report. The Beneficial Ownership Information (BOI) in Minnesota is a report that states about in and out of the company. This report must be up-to-date and submitted to the FinCEN before you proceed to the dissolution.

Step 3: File Articles of Dissolution

There is a list of dissolution documents that you, as an LLC owner, have to file. Once these articles are filed, the legal existence of the LLC will be over. Like a Minnesota Articles of Organization, one has to file Minnesota LLC Articles of Organization. The dissolution procedure and filing the articles of dissolution form is very easy and is discussed below.

First of all, the LLC owner(s) has to file the Article of Dissolution. There are multiple methods of filing available, such as filing by mail, in-person drop, or/and online filing.
You can follow the filing instructions on the official portal so that the steps for dissolution will be easier to complete.
For offline filing, LLCs must download the form and submit it to the Minnesota Secretary of State physical office along with the state filing fee.
If you want to dissolve Minnesota Foreign LLC then look for the Foreign LLC Dissolution process.
You must fill in all the important and legal information in the form, so you should be extra careful.
After filling in all the important information, you must choose the mode of payment you want to use to pay the LLC dissolution filing fees.
After filling in every detail, one should submit the form through an official mail address and make a payment.

Filing	Forms and Details
Online Applications	Sign in to SOS
Offline Applications	LLC Statement of Dissolution
SOS Contact (if offline application is available)	Minnesota Secretary of State — Business Services, Retirement Systems of Minnesota Building, 60 Empire Drive, Suite 100, St Paul, MN 55103
Filing Time	5 to 7 working days
Filing Fee	$35 (by mail) and $55 additional for expedited walk-in filing.

The LLC you own is dissolved, and you are free from all the liabilities linked with the LLC and its taxes. A copy of both original articles and recorded articles should be submitted in front of the probate judge. Now it’s his call whether he accepts your expedited dissolutions or not.

Points to Be Noted When Dissolving an LLC in Minnesota

Apart from these three steps, no major dissolution rules are there in Minnesota. However, there are some other tasks one has to keep in mind while dissolving an LLC legally.

Winding Up

Some purposes of LLC require some attention even after dissolution, known as winding up. The task of winding up includes.

For a certain period, the property of a business requires preservation.
If there is any civil case against the LLC, then the owner needs to finish them.
Settle all the existing disputes of LLC.
Transfer all the property of the LLC to the names of partners.
Release all the liabilities that the LLC owes to others.
Rightful distribution of all the assets among members, according to their percentage of partnerships.

Cost of Dissolving LLC

LLC costs in Minnesota include the formation as well as dissolution fees. To dissolve an LLC in Minnesota, LLCs have to file an Article of Dissolution. The filing fee is $35 (by mail) and $55 additional for expedited walk-in filing.. The details are mentioned in the articles of dissolution filing form. Following are the ways to pay for the dissolution,

You can select a payment pick-up option.
There is an option for direct account transfer through your prepaid accounts.
LLC owners can also use their Credit cards, providing their complete details and types. Along with that, an original signature is required to authorize the transaction the state will make.

After Dissolving Your LLC

After you dissolve an LLC in Minnesota, you can reinstate or revive the same within a given time. In Minnesota, the LLC name will be available up to the time till SOS dissolves the LLC completely. After this, the name will be available to other LLCs. Besides, you might revive or reinstate the LLC in Minnesota if that is available. According to the Minnesota SOS, you can revive your LLC after you file the formation documents afresh. There is no time limit to revive your LLC in Kansas.

Reasons Behind Dissolving an LLC in Minnesota

People always think they can leave the company without any notice and there will be no issue. But if you have an LLC that you created with a legal obligation, it needs to be ended that way. Yes, if someone will dissolve an LLC in Minnesota, they will have to do it while taking care of the government. For dissolving the company, there is always a reason. The reason can be voluntary or involuntary too. Let’s get to know about the involuntary reasons,

If the company was caught doing illegal business.
If the company’s member died due to some reason or went bankrupt.
The dissolution will be mandatory if the assets of the business are used unwisely.
If the time being of the company was already determined in the will, then the company will go into dissolution at that time.

Top Businesses in Minnesota

With the population of 5,827,265, Minnesota is one of the favorable places to start an LLC. According to several reports, starting an LLC for Food business can be profitable as various places in the state showed steady growth in this business over the past few years. On the other side, based on the city or region you’re going to start your LLC, you can decide the type of business to start. Following are the top 5 businesses you can start in Minnesota.

Food business
Tourism company
Web designing services
Wood Logging and Milling
Recruitment company

Minnesota LLC Dissolution Review – A Quick Recap

Here’s a recap of the steps you must follow when dissolving your Minnesota LLC. Click on the steps in this list if you want to read the full details.

Follow Your Minnesota LLC Operating Agreement: Remember that when you started, you created an operating agreement. Use this agreement as a guide in proceeding with the dissolution of your LLC.
Close All Tax Accounts: Make sure you close all your tax accounts to avoid incurring further costs.
File Articles of Organization: File the article of dissolution to make it known to the state where your LLC operates that you are indeed no longer in business.

FAQs

How do I dissolve an LLC in Minnesota?

To dissolve an LLC in Minnesota, you must file Articles of Dissolution with the Minnesota Secretary of State.

What is the filing fee for dissolving an LLC in Minnesota?

The filing fee for dissolving an LLC in Minnesota is $35.

Do I need to notify the Minnesota Department of Revenue when dissolving an LLC?

Yes, you must notify the Minnesota Department of Revenue when dissolving an LLC to cancel your state tax ID.

How do I notify the Minnesota Department of Revenue about dissolving my LLC?

You can notify the Minnesota Department of Revenue by completing and filing a Final Return for an LLC with the department.

Are there any tax obligations that come with dissolving an LLC in Minnesota?

Yes, you must pay any outstanding taxes owed by your LLC before filing for dissolution in Minnesota.

Can I reinstate a dissolved LLC in Minnesota?

Yes, you can reinstate a dissolved LLC in Minnesota by filing an Application for Reinstatement with the Secretary of State.

How long does it take to dissolve an LLC in Minnesota?

The processing time for LLC dissolution in Minnesota can vary, but it typically takes a few weeks to process.

Can I dissolve my LLC in Minnesota online?

Yes, you can dissolve your LLC in Minnesota online by filing the necessary forms through the Minnesota Secretary of State’s website.

What documents do I need to provide when dissolving an LLC in Minnesota?

You will need to provide a completed Articles of Dissolution form and pay the filing fee when dissolving an LLC in Minnesota.

What happens to my LLC’s name when I dissolve it in Minnesota?

Once you dissolve your LLC in Minnesota, the LLC’s name will become available for use by other entities.

Do I need to notify my creditors before dissolving my LLC in Minnesota?

Yes, you must notify your LLC’s creditors before dissolving it in Minnesota, and resolve any outstanding debts or obligations.

Can I dissolve my LLC in Minnesota if it has outstanding debts?

You can still dissolve your LLC in Minnesota even if it has outstanding debts, but you will still be responsible for settling those debts.

Can I sell my LLC instead of dissolving it in Minnesota?

Yes, you can sell your LLC instead of dissolving it in Minnesota by transferring ownership to another person or entity.

What is the process for selling an LLC in Minnesota?

To sell an LLC in Minnesota, you will need to negotiate terms with the buyer, draft a purchase agreement, and transfer ownership through the Secretary of State.

Can I transfer my LLC to another state instead of dissolving it in Minnesota?

Yes, you can transfer your LLC to another state instead of dissolving it in Minnesota by filing for foreign qualification in the new state.

Can I dissolve my LLC in Minnesota if it is in good standing?

Yes, you can dissolve your LLC in Minnesota even if it is in good standing by filing the appropriate paperwork with the Secretary of State.

Can I dissolve my LLC in Minnesota if it has no activity?

Yes, you can dissolve your LLC in Minnesota if it has no activity by filing the necessary paperwork with the Secretary of State.

Can I dissolve my LLC in Minnesota if it is non-profit?

Yes, you can dissolve your non-profit LLC in Minnesota by following the same dissolution process as for-profit LLCs.

What happens to my LLC’s assets when I dissolve it in Minnesota?

When you dissolve your LLC in Minnesota, any remaining assets will be distributed to creditors and members according to the LLC’s operating agreement.

Can I dissolve my LLC in Minnesota if it is in a lawsuit?

Yes, you can dissolve your LLC in Minnesota even if it is in a lawsuit, but you will need to address the legal implications of the lawsuit before proceeding.

Can I dissolve my LLC in Minnesota if it has multiple members?

Yes, you can dissolve your LLC in Minnesota if it has multiple members, but you will need the consent of all members to do so.

Can I dissolve my LLC in Minnesota if it has no operating agreement?

Yes, you can dissolve your LLC in Minnesota even if it has no operating agreement, but the dissolution process may be more complex.

Can I dissolve my LLC in Minnesota if it is suspended?

Yes, you can dissolve your suspended LLC in Minnesota, but you will need to restore it to good standing before proceeding with the dissolution process.

Can I dissolve my Minnesota LLC if I am a foreign owner?

Yes, foreign owners can dissolve their Minnesota LLC, but they may need to appoint a registered agent in Minnesota to handle the dissolution process.

Will dissolving my Minnesota LLC affect my personal liability?

Dissolving your Minnesota LLC may not eliminate personal liability for past debts and obligations, so consult with a legal professional before proceeding.

Can I operate a business under the same name after dissolving my LLC in Minnesota?

Once you dissolve your LLC in Minnesota, the company’s name becomes available for use by other entities, so you cannot operate under the same name.

Can I dissolve my Minnesota LLC if it is in good standing with taxes and fees?

Yes, you can dissolve your Minnesota LLC even if it is in good standing with taxes and fees, as long as you follow the proper dissolution procedures.

Can I dissolve my Minnesota LLC if it is bankrupt?

Yes, you can dissolve your bankrupt Minnesota LLC, but you must follow bankruptcy procedures and settle debts before filing for dissolution.

Can I dissolve my Minnesota LLC if it has pending contracts?

Yes, you can dissolve your Minnesota LLC with pending contracts, but you must fulfill the terms of those contracts before completing the dissolution.

Can I dissolve an LLC in Minnesota if it has outstanding debts?

Yes, you can dissolve an LLC in Minnesota even if it has outstanding debts. However, you will still be responsible for paying off those debts.

In Conclusion

Dissolving a business is not an easy task as a lot of homework is involved with the process. The official process might have only a few steps, however, before and after dissolving the LLC, there might be a lot of other tasks. In this case, it is highly recommended to get a professional service. If you are looking to file an LLC at $0, then ZenBusiness is your answer.

Limited liability companies reduce owners’ personal liability. Having an LLC is quite cost-effective. However, if it is required to close down the business, then the dissolution process should be done legally. This article shared the general steps. Let us know if you have any queries.