How to Shut Down a Business in Minnesota
Complete guide to dissolving your business entity with the Minnesota Secretary of State.
Quick Answer
To dissolve a business in Minnesota, file Statement of Dissolution (Domestic LLC) with the Minnesota Secretary of State. The LLC filing fee is $35 and corporation fee is $35. Minnesota does not require tax clearance before filing. Standard processing takes 5-10 business days.
Quick Facts
| Filing Agency | Minnesota Secretary of State |
| Website | https://www.sos.mn.gov |
| LLC Dissolution Fee | $35 |
| Corporation Dissolution Fee | $35 |
| Tax Clearance Required | No |
| Processing Time | 5-10 business days |
| Online Filing | Yes |
| Phone | (651) 296-2803 |
LLC Dissolution in Minnesota
Steps to Dissolve an LLC
- 1 Vote to dissolve per operating agreement or majority vote of members
- 2 Wind up business affairs, settle debts, and distribute remaining assets
- 3 File Statement of Dissolution with Secretary of State ($35 by mail, $55 expedited)
- 4 File final Minnesota state tax returns
- 5 File Statement of Termination after winding up is complete
- 6 Cancel any DBAs, licenses, and permits
Corporation Dissolution in Minnesota
Steps to Dissolve a Corporation
- 1 Board of directors adopts resolution recommending dissolution
- 2 File Intent to Dissolve with Secretary of State
- 3 Shareholders approve dissolution by majority vote
- 4 Wind up business affairs, notify creditors, and settle debts
- 5 File Articles of Dissolution with Secretary of State ($35 by mail, $55 expedited)
- 6 File final Minnesota state tax returns
- 7 Cancel any DBAs, licenses, and permits
Tax Requirements
Tax Agency: Minnesota Department of Revenue
https://www.revenue.state.mn.us
Phone: (651) 556-3000
File final Minnesota corporate franchise tax return and mark as final. Close all tax accounts with the Department of Revenue. LLCs taxed as pass-through entities must ensure all members file final K-1 information.
Additional Requirements
Contact Information
Agency: Minnesota Secretary of State
Address: First National Bank Building, 332 Minnesota Street, Suite N201, Saint Paul, MN 55101
Phone: (651) 296-2803
Website: https://www.sos.mn.gov
Online Portal: https://mblsportal.sos.mn.gov
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This guide is for informational purposes only and does not constitute legal advice. Information is sourced from official state websites and was last verified in 2026. Always confirm current requirements directly with the Minnesota Secretary of State. Consult an attorney for advice specific to your situation.