How to Dissolve an LLC in Minnesota (2026)

To dissolve an LLC in Minnesota, you file two documents with the Secretary of State: a Notice of Dissolution, then, after winding up, Articles of Termination. Each filing costs $35 by mail or $55 online or in person. That fee structure is Minnesota's quirk, filing online costs more than filing by mail, because Minnesota treats online and in-person filings as expedited service. Minnesota requires no tax clearance to dissolve, which keeps the process otherwise straightforward.

Here's the full process and the Minnesota-specific specifics.

Minnesota LLC dissolution at a glance

Step 1: Vote to dissolve and document it

Check your operating agreement for the dissolution procedure and hold the required member vote, then record it in writing, retaining signed resolutions and minutes. Minnesota's dissolution is triggered under Minn. Stat. 322C.0701, and the documented decision is the basis for the filings that follow.

Step 2: File the Notice of Dissolution

For an LLC that has accepted contributions, the first filing is the Notice of Dissolution (sometimes called a Statement of Dissolution), which tells the state the company is winding up. File it with the Secretary of State, $35 by mail or $55 online/in person. This begins the winding-up period during which the LLC still exists to settle its affairs. (An LLC that never accepted contributions skips this and files a single combined Articles of Dissolution and Termination instead, certifying that no company debts remain unpaid.)

Step 3: Wind up the business and settle debts

Wind up the LLC's affairs: notify known creditors and claimants, pay or provide for the company's debts, and distribute remaining assets to members, creditors first. Minnesota's winding-up procedures differ slightly depending on whether you've notified creditors, and the Articles of Termination ask you to indicate whether you did. Distributing assets ahead of creditors can create personal exposure.

Step 4: Handle final taxes

Minnesota doesn't require a tax-clearance certificate to dissolve, so there's no clearance hurdle. File your final Minnesota and federal returns, mark them final, and close your state tax and payroll accounts. Note that you can't cancel an EIN, but you should notify the IRS to close the business account.

Step 5: File the Articles of Termination

Once winding up is complete, file the Articles of Termination under Minn. Stat. 322C.0702 to complete the dissolution, $35 by mail or $55 online/in person. This is the filing that ends the LLC's legal existence. As with the Notice of Dissolution, the cheaper route is mail; online and in-person filings cost more because Minnesota treats them as expedited.

Step 6: Close accounts, licenses, and registrations

Finish by canceling local business licenses and permits, closing business bank accounts, notifying the IRS to close the business account, and withdrawing any out-of-state registrations.

The Minnesota wrinkle: mail is cheaper than online

Minnesota's defining quirk runs opposite to almost every other state. In most states, filing online is free or cheaper than mailing a paper form. In Minnesota, online costs more, $55 online or in person versus $35 by mail, because the Secretary of State classifies online and in-person filings as expedited service and charges accordingly. So if you're not in a hurry, mailing your Notice of Dissolution and Articles of Termination saves $20 per filing, $40 across the two-step process. If you need speed, the $55 online route processes in about a business day versus several days for mail.

The other Minnesota point worth knowing: the state requires a (free) annual renewal to keep an LLC active, and if you miss it, Minnesota can administratively dissolve the LLC. That means a neglected Minnesota LLC may get dissolved by the state for a missed free renewal, a messier outcome than a clean voluntary termination. The clean approach is to file the two-step dissolution properly when you're done, rather than relying on the lapse described in can you just walk away from an LLC. And if cost matters, remember the counterintuitive part: mail it.

Frequently asked questions

How much does it cost to dissolve an LLC in Minnesota?

Each filing, the Notice of Dissolution and the Articles of Termination, costs $35 by mail or $55 online or in person. So the two-step process runs $70 total by mail or $110 online. Minnesota is unusual in that mail is the cheaper option, because it treats online and in-person filings as expedited service. There's no tax-clearance fee, since Minnesota doesn't require clearance to dissolve.

Why does it cost more to dissolve a Minnesota LLC online than by mail?

Because Minnesota classifies online and in-person filings as expedited service and charges $55 for them, versus $35 for standard mail filings. It's the reverse of most states, where online is free or cheaper. The trade-off is speed: online filings process in about one business day, while mailed filings take several days plus mail-back time. If you're not in a hurry, mailing saves $20 per filing.

Do I have to file twice to dissolve a Minnesota LLC?

Usually yes, if your LLC accepted contributions. You file a Notice of Dissolution first (beginning winding up), then Articles of Termination after settling affairs. An LLC that never accepted contributions can skip the two-step and file a single combined Articles of Dissolution and Termination, certifying that no debts remain. For most operating LLCs, it's the two-filing process.

This page covers the Minnesota specifics; for the general framework, see our complete guide to how to dissolve an LLC, and for neighboring states, Colorado and Washington. Minnesota's official forms are at the Minnesota Secretary of State, and taxes through the Minnesota Department of Revenue.