Updated August 12, 2026. Quick answer. To dissolve an LLC in Minnesota you file the Two filings with the Minnesota Secretary of State — Business Services (both untitled by number): (1) ‘Minnesota Limited Liability Company | Statement of Dissolution’ (Minn. Stat. ch. 322C; form rev. 8/28/2024), and it can be filed online or on paper. Fee: $35 per filing by mail; $55 per filing for in-person or online (expedited) service. Statement of Dissolution + Statement of Termination = $70 by mail / $110 online-in person if both are filed; the Statement of Termination alone is $35 by mail.. Minnesota requires no tax-clearance certificate to accept the filing. Until that filing is accepted the LLC still legally exists — and whatever Minnesota charges an LLC each year keeps accruing against it.
What you file in Minnesota, and what it costs
| Item | Detail |
|---|---|
| Filing | Two filings with the Minnesota Secretary of State — Business Services (both untitled by number): (1) ‘Minnesota Limited Liability Company | Statement of Dissolution’ (Minn. Stat. ch. 322C; form rev. 8/28/2024), which does NOT itself dissolve the LLC but records that it ‘has been dissolved under 322C.0701 and is winding up its business’; and (2) ‘Minnesota Limited Liability Company | Statement of Termination’ (Minn. Stat. 322C.0702; form rev. 10/01/2021), which ends the LLC’s existence and moves the record to inactive status after winding up is complete. |
| Fee | $35 per filing by mail; $55 per filing for in-person or online (expedited) service. Statement of Dissolution + Statement of Termination = $70 by mail / $110 online-in person if both are filed; the Statement of Termination alone is $35 by mail. |
| How you can file | both — Online (sos.mn.gov business portal), by mail, or in person: Minnesota Secretary of State – Business Services, First National Bank Building, 332 Minnesota Street, Suite N201, Saint Paul, MN 55101 — per form instructions. Online and in-person filings are treated as expedited service ($55). |
| Tax clearance | not required |
| Statute | Minn. Stat. § 322C.0701 (events causing dissolution), § 322C.0702 (winding up; statements of dissolution and termination), § 322C.0705 (annual renewal; administrative termination), § 322C.0706 (reinstatement) |
Both official form PDFs read in full (sos.mn.gov/media/5466 and /media/1576). The Statement of Dissolution form states verbatim: ‘This form does NOT dissolve a Limited Liability Company… your organization must have already been dissolved by an event listed in Minnesota Statutes, 322C.0701. …a separate Statement of Termination form under 322C.0702 is required in order to cancel that registration and move that record into the inactive file.’ Dissolution itself happens by the members’ act/event under 322C.0701; the Statement of Termination is the filing that actually closes the record.
On the fee. Fee printed on both official forms: ‘Filing Fee: $55 for expedited service in-person and online filings, $35 if submitted by mail,’ payable to the MN Secretary of State. amount_usd reflects the cheapest standard route for a single filing (mail).
Tax clearance in Minnesota
No tax-clearance certificate is required to file in Minnesota. That is not the same as owing nothing — it means the state will accept the filing without a revenue-agency sign-off first.
Negative verified from the Secretary of State’s own forms and instructions (both read in full) and the SOS LLC forms page: no Department of Revenue clearance, certificate, or tax statement is required to file either the Statement of Dissolution or the Statement of Termination. (Minnesota’s commissioner-of-revenue clearance regime applies to license renewals/liquor licenses, not SOS LLC terminations.)
Do not just walk away
Closing the business is not closing the entity. Mildest of the four states. Failure to file the annual renewal (which is free for an active LLC in good standing) triggers administrative termination under Minn. Stat. 322C.0705: the Secretary of State issues and files a certificate of administrative termination and publishes the terminated name. No back fees accrue. Reinstatement under 322C.0706 is available by filing a single annual renewal plus a $25 fee, and is retroactive — the LLC ‘returns… to active status as of the date of the administrative termination,’ validating intervening contracts and acts.
Trigger and retroactivity tracked from the Revisor of Statutes’ own text (revisor.mn.gov 322C.0705 and 322C.0706, both fetched). Practical caveat: administrative termination does not wind up the company’s tax accounts — DOR accounts stay open and delinquent returns keep accruing obligations until closed.
Closing the tax accounts
Close all Minnesota business tax accounts (sales & use, withholding, etc.) through e-Services — the person closing must be an e-Services Master for the business; closing the business closes all its tax accounts, but any outstanding returns must still be filed, and accounts should be closed at the end of the filing cycle. File a final partnership/corporate franchise return as applicable.
Per Minnesota Department of Revenue ‘Closing an Account or Business’ (revenue.state.mn.us/closing-account-or-business). DOR assistance: [email protected], 651-282-5225 / 800-657-3605.
Before you file
- The order the steps go in — internal decision, creditors and distributions, the state filing, the final returns, then the registrations you are still paying for.
- What an LLC costs to keep alive in Minnesota — the bill that keeps running until this filing lands.
- What dissolution costs in all 51 jurisdictions — the fee, the filing route and the tax-clearance flag, side by side.
- What happens if you simply stop filing — administrative dissolution is the walk-away trap happening to you rather than by you.
We do not form or dissolve LLCs, sell filing services, or take a commission from anyone who does. No advertising appears on this page and we earn nothing from it.
Sources and limits
Minn. Stat. § 322C.0701 (events causing dissolution), § 322C.0702 (winding up; statements of dissolution and termination), § 322C.0705 (annual renewal; administrative termination), § 322C.0706 (reinstatement). Fee, form and procedure read 2026-08-10 from the official source.
Research note. Row built from the two official SOS form PDFs (read in full), the SOS LLC forms page, the Revisor of Statutes for 322C.0705/.0706, and MN DOR’s closing-a-business page. Minnesota is the only state of the four with a formal two-filing sequence AND the only one where simply walking away carries almost no state-registry penalty (free renewal, $25 retroactive reinstatement).
Honest gap. This page covers the state filing that ends the entity, its fee and its tax-clearance condition. It does not cover creditor claims against a dissolved LLC, disputes between members, the tax treatment of a final distribution, reinstatement after an administrative dissolution, or withdrawal from any other state you registered in — each of those has its own rules. General information, not legal or tax advice. See methodology and corrections.