How to dissolve an LLC in Minnesota

Step 1: Agree to dissolve

Follow the LLC's operating agreement: most say what vote closes the company. Without one, Minnesota's default rules decide, which usually means the members' consent. Write the decision down, signed by the members or managers, and keep it with the company's records; Minnesota doesn't ask you to file it.

Step 2: Wind up the business

Winding up is the time between the decision and the final filing, when the LLC does only what closing requires:

• finish or hand off its contracts and stop taking new work;
• tell creditors, collect what customers owe, and pay its debts or set money aside for them;
• sell or distribute its property, then pay what's left to the members as the operating agreement says;
• cancel its licenses, permits and any assumed name filings, and close its bank accounts last.

Step 3: File final tax returns

Minnesota doesn't ask for a tax clearance certificate with the filing, but the LLC still files its final returns and closes its state tax accounts, such as sales tax and payroll withholding, with the revenue department.

On the federal side, a multi-member LLC files a final Form 1065 (check the final return box), a single-member LLC reports its last year on the owner's return, and an LLC with employees files final payroll returns. The IRS doesn't cancel an EIN, but it will close the LLC's account if you write to it.

Step 4: File the Statement of Termination with the Minnesota Secretary of State

What to file: Statement of Termination. File online or in person (expedited) or by mail with the Secretary of State.

File online, or open the form or its instructions.

An LLC can file a Statement of Dissolution first ($35 by mail); the Statement of Termination is what ends its registration (Minn. Stat. 322C.0702).

Step 5: Keep the records

Keep the filed Statement of Termination, the members' decision, the final returns and the records of what was paid and distributed. Tax records are usually kept for several years, and the filed document is what shows a bank, a landlord or a court that the LLC closed. On our sister site, the Minnesota company records show each company's status as the state's register lists it.

If you just stop filing

An LLC that stops filing its recurring report isn't closed: Minnesota eventually ends it administratively, but until then fees, penalties and any state tax keep adding up, and an administratively dissolved LLC can usually be reinstated, debts included. Filing the Statement of Termination closes it on your terms and on the record. Minnesota's recurring filing, for reference: Free annual renewal each year (by Dec 31).

Sources

• Business filing and certification fee schedule, sos.mn.gov
• Llcstatementoftermination (PDF), sos.mn.gov
• Llcstatementofdissolution (PDF), sos.mn.gov

Read from the Minnesota Secretary of State's own pages and forms on October 10, 2026.