A Minnesota LLC is created when the MN Secretary of State approves the Articles of Incorporation. A record of the Minnesota LLC is added to the list of LLCs which have officially registered with the Minnesota Secretary of State.  Once a LLC is registered with the Minnesota Secretary of State, that LLC immediately has both reporting and tax obligations which incur penalties if the obligations are not met by the required deadlines.  

If you've registered a Minnesota LLC with the Minnesota Secretary of State and want to cease business activities you have to let the MN Secretary of State know that you intend to close your company.  Only after the MN Secretary of State has made sure that all of the obligations of the Minnesota LLC have been fulfilled will the Secretary of State approve of the closure of the company.

When the Minnesota Secretary of State approves the closing of a MN LLC, that Minnesota LLC is said to be Dissolved.   The process of Dissolving a Minnesota LLC is called Minnesota LLC Dissolution.

The Minnesota Secretary of State will issue a Certificate of Termination to the MN Limited Liability Company after the Minnesota LLC has been Dissolved. All debts, obligations and liabilities of the Minnesota Limited Liability Company must have been paid or discharged or notice must be given to creditors and claimants before the MN Secretary of State will approve Dissolution of a Minnesota LLC.

As soon as a Minnesota LLC is registered with the MN Secretary of State, that LLC is responsible for recurring obligations of the Minnesota Secretary of State and the Minnesota Department of Revenue.  If the Minnesota LLC does not file reports or pay taxes then that MN Limited Liability Company could be responsible for penalties which go up as time goes by.

Unless you Dissolve your Minnesota LLC with the Minnesota Secretary of State that MN Limited Liability Company will be responsible for all recurring fees and penalties.

Minnesota LLC Dissolution is one part of a larger process commonly called the "Winding Up" process.

There are things you need to do before you can request approval of LLC Dissolution from the Minnesota Secretary of State; and things that you have to do after the MN Secretary of State has approved Dissolution of the Minnesota LLC. 

What you have to do both before and after the Minnesota LLC is Dissolved largely depends what kind of debts and liabilities that the Minnesota LLC has.  If the Minnesota LLC has not commenced business then the MN LLC Dissolution process is easier.

1. Hold a Members meeting and record a resolution to Dissolve the Minnesota LLC
2. File a Notice of Dissolution with the MN Secretary of State
3. File all required Annual Business Renewals with the Minnesota Secretary of State
4. Clear up any business debts
5. Pay all taxes and administrative fees owed by the Minnesota LLC

1. Hold a Members meeting and record a resolution to Dissolve the Minnesota LLC
   
   Minnesota LLC Dissolution is one part of a larger process commonly called the "Winding Up" process.
   
   A meeting should be held of all Members of the Minnesota LLC and a vote to Dissolve the Minnesota Limited Liability Company taken. Minutes of the meeting should be recorded and retained in the business records. If the Minnesota LLC does not have any Members then the Organizer(s) have to apply for Dissolution of the Minnesota LLC.
   We can transcribe and compile minutes or approvals into a form that is legally recognized by the Minnesota Secretary of State.
2. File a Notice of Dissolution with the MN Secretary of State
   
   The Notice of Dissolution to Dissolve must be filed with the Minnesota Secretary of State before initiating the final stages of the Minnesota LLC Dissolution process.
   >We can prepare your Notice of Dissolution and file it with the MN Secretary of State.
3. File all required Annual Business Renewals with the Minnesota Secretary of State
   
   The Minnesota Secretary of State will not approve the Dissolution of a MN LLC until all required reports have been filed.
   We can file any required Annual Business Renewal with the MN Secretary of State.
4. Clear up any business debts
   
   All creditors of a Minnesota LLC should be given notice of the pending LLC Dissolution. Each creditor should be given a mailing address to which they may submit claims as well as a deadline by which claims may be submitted.
   
   
5. Pay all taxes and administrative fees owed by the Minnesota LLC
   
   The Minnesota Secretary of State will definitely not approve the Dissolution of a Minnesota LLC until all outstanding taxes and applicable registration and administrative fees have been paid.

1. Distribute all remaining assets of the Minnesota LLC
2. Close all business bank accounts of the Minnesota LLC
3. Cancel all local business licenses and permits
4. File Form 966 with the IRS
5. Cancel the IRS account associated with the MN LLC's Federal Tax ID (EIN)

1. Distribute all remaining assets of the Minnesota LLC
   
   If the Minnesota LLC has any remaining assets, these may be divided according to the Members' ownership interests in the MN Limited Liability Company.  All distributions to LLC Members must be reported to the IRS.
   
   
2. Close all business bank accounts of the Minnesota LLC
   
   If there are any business accounts that have been opened for the Minnesota LLC then those accounts must be closed. If Company Business accounts are left open there may be liability and obligations of the Dissolved Minnesota LLC which could lead to legal problems down the line.
   
   
3. Cancel all local business licenses and permits of the MN LLC
   
   If the Minnesota LLC has obtained any state, regional, county or city business licenses or permits, each of those must be cancelled to avoid any reporting or fiscal obligations of the Minnesota LLC. This includes business registration licenses as well as reseller permits.
   
   
4. File IRS Form 966
   
   Most Dissolved Minnesota LLCs must file IRS Form 966 with the US Internal Revenue Service. If a Minnesota LLC is required to file IRS Form 966, the filing is required within 30 days after the final Dissolution plan is approved. Filing IRS Form 966 lets the Federal Government know that the Minnesota LLC has been legally Dissolved so that it may take the appropriate actions.
   We can prepare IRS Form 966 for you to file.
5. Cancel the IRS account associated with the MN LLC's Federal Tax ID (EIN)
   
   A Federal Tax ID, or Federal Employer Identification Number (EIN), is like the Social Security Number for the Minnesota LLC.  Once the IRS links an EIN to a Minnesota LLC, that EIN stays with the Minnesota LLC even after the Company has been Dissolved by the Minnesota Secretary of State.
   
   When the IRS processes the final tax return for the Minnesota LLC, they automatically make the EIN inactive.  However, the account associated with the EIN is not automatically closed.  Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account, or with the IRS, in the future.
   
   If you should decide to revive the Minnesota LLC down the line then the IRS will reactivate the old EIN for your new Business.
   
   Before a Minnesota LLC can close an EIN account, it must be in Good Standing with the IRS.  The Minnesota LLC must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.  The Minnesota LLC cannot close its EIN account until the IRS has received payment for any tax amounts the Company may owe.
   We can prepare the formal documents which you can sign and submit to the IRS in order to close the account associated with your EIN.

The time it takes to Dissolve a Minnesota LLC varies depending on how long it takes to complete the actions that are required in each specific case - holding meetings, closing accounts, distributing assets, etc.

Once the initial actions are completed, the Minnesota Secretary of State usually takes around 5-7 business days to process the Articles of Termination.

Processing times for Minnesota LLC Dissolution filings vary depending on the work load of the Secretary of State's staff.  We've found that normal processing of Minnesota Dissolution filings takes the state around 5-7 business days.

We are dependent on, and have no control over, the staff and systems of the Minnesota Secretary of State . In our experience 5-7 business days is the time it usually takes the Minnesota Secretary of State to process a Minnesota Dissolution filing. We get your Minnesota LLC Dissolution filing to the MN Secretary of State ASAP. Once it is at the state we have no control over the Minnesota Dissolution approval process.

The total cost to Dissolve a Minnesota LLC varies depending on exactly what is required for each specific MN Dissolution. We charge $249 plus any state fees for our Minnesota LLC Dissolution services. This includes:

• Same day processing
• Transcribe minutes of Members meeting which proposes Dissolution
• Prepare and file Articles of Termination with the Minnesota Secretary of State
• Prepare US IRS Form 966 for you to sign and file
• Prepare documents to cancel Federal EIN account
• Certified copy of Dissolution filing from MN Secretary of State
• Priority Mail Delivery of all documents
• Unlimited Customer Support

We also offer these Minnesota LLC Dissolution services separately as explained on the right side of this web page.

If there are Foreign LLCs in states other than Minnesota that are tied to the Domestic Minnesota LLC then each of those Foreign LLCs must be Dissolved before the Minnesota LLC is legally Dissolved.

A Minnesota LLC company name becomes available for anyone to use when the Minnesota Limited Liability Company is Dissolved by the Minnesota Secretary of State. There are no LLC company name protections in Minnesota once a Minnesota LLC has been Dissolved by the Minnesota Secretary of State.

There are no state of Minnesota requirements for the publication of a Notice of Dissolution of a Minnesota LLC.

While the Minnesota Secretary of State does not legally require the publication of a Notice of Dissolution of a Minnesota LLC, publication is a good way to notify anyone who might have a claim against the Minnesota LLC.  Evidence of publication might prove useful down the line if someone makes a claim against the MN Limited Liability Company after the Minnesota LLC has been dissolved.