Have you decided to stop transacting business with your Minnesota limited liability company? The state of Minnesota legally requires all business entities to go through a formal dissolution process.
What does this process entail, and how does it differ for domestic and foreign entities? In this guide, we’ll answer all the tough questions about dissolving an LLC in the state of Minnesota.
Rocket Tip: If you'd like help dissolving an LLC, the same services that form an LLC can also take care of the dissolution logistics and paperwork with the state.
What Does It Mean to Dissolve an LLC?
Dissolving a company is an official means of permanently closing your business. While filing the dissolution documentation with the state of Minnesota is certainly an important part of the process, it’s not the only step. You should also liquidate your business assets, settle any liabilities, and send legal notifications to anyone that had an interest in your company.
Keep in mind that if you fail to complete these steps, you as a business owner could be held personally liable for any outstanding debts or liabilities of your limited liability company. Now that we’ve discussed what exactly dissolving an LLC is, let’s dive into the details of how this process is carried out in the state of Minnesota.
How to Dissolve a Domestic Minnesota LLC
There are a few different forms that can be used for domestic LLC dissolution. If your LLC has accepted contributions, you will need to file a Notice of Dissolution with the Secretary of State, followed by the Articles of Termination. However, if your LLC has NOT accepted contributions, you simply need to file the Articles of Dissolution and Termination.
For businesses that have accepted contributions, the Notice of Dissolution requires the following information:
- LLC name
- Method and date of dissolution authorization
- Signature of authorized person or agent
- Contact information (name, email address, and phone number)
While the Articles of Termination require:
- LLC name
- Affirmation of one of the following:
- The LLC has NOT given notice of dissolution to any creditors or claimants
- The LLC has given notice of dissolution to any creditors or claimants (must provide the date on which the notice was given)
- Signature of authorized person or agent
- Contact information (name, email address, and phone number)
For businesses that have NOT accepted contributions, the Articles of Dissolution and Termination require the following:
- LLC name
- Date of organization
- Affirmation that no contributions have been accepted
- Affirmation that no debts remain unpaid
Affirmation that the Articles of Dissolution and Termination have been approved pursuant to Minnesota Statutes, Chapter 322B.
All of these forms can be filed online via the Secretary of State’s website, in person, or by mail. The processing fee is $55 per document filed online or in person (or $35 by mail), which checks made payable to the “MN Secretary of State.” If your filing the physical forms, you can deliver or mail them to the following address:
Minnesota Secretary of State – Business Services
Retirement Systems of Minnesota Building
60 Empire Drive, Suite 100
Saint Paul, MN 55103
Generally, the Secretary of State can process these documents in about a week, though it may take a little longer to receive confirmation in the mail.
How to Dissolve a Foreign LLC in Minnesota
Do you need to dissolve a limited liability company based outside of Minnesota, but qualified to transact business within this state?
There is only one form needed to dissolve a foreign LLC in Minnesota: the Certificate of Withdrawal. It can be filed online, in person, or by mail with the Secretary of State. In any case, you will need to provide the following information in order to dissolve your foreign LLC:
- LLC name in home jurisdiction
- Alternate name used in Minnesota (if applicable)
- Home jurisdiction
- Affirmation that the LLC has no property in Minnesota and has ceased to conduct business in the state
- Affirmation that the LLC surrenders its authority to transact business and revokes the authority of its registered agent to accept service of process
- Mailing address for service of process
- Signature of authorized person or agent
- Contact information (name, email address, and phone number)
Just like the forms for domestic LLCs, the Certificate of Withdrawal requires payment of a $55 filing fee (or $35 by mail). If you’re mailing or dropping off your documents, you can send your paperwork and check (made payable to the “MN Secretary of State”) to the same address:
Minnesota Secretary of State – Business Services
Retirement Systems of Minnesota Building
60 Empire Drive, Suite 100
Saint Paul, MN 55103
It will usually take between 5-7 business days for your Certificate of Withdrawal to be processed by the Secretary of State.
What Else Do I Need to Know About LLC Dissolutions in Minnesota?
When you file to dissolve your LLC, you immediately lose claim to your business name. This means that anyone else can claim it and use it as their own. However, if your business is administratively dissolved, the Minnesota Secretary of State will reserve the name on your behalf for a period of one year.
Your LLC can be administratively dissolved if you fail to file your company’s annual renewal by the due date. However, it is relatively easy to reinstate an administratively dissolved LLC in Minnesota. All you have to do is file your annual renewal and pay a $25 fee.
Conclusion
Whether you’re dissolving a domestic or foreign limited liability company, the process isn’t complicated.
Dissolving a foreign LLC in Minnesota is pretty straightforward because you only have one form to worry about. However, there are three different forms that can apply to domestic LLCs that either have or have not accepted contributions, making the process a little more complicated.
Our final note in this guide is that you should make certain each step of the process outlined in this guide is followed closely, to avoid any unforeseen snags with your dissolution. We hope this article helped you to better understand the dissolution process for a Minnesota LLC!