Updated September 3, 2026. Quick answer: a Minnesota for-profit corporation dissolves by filing Articles of Dissolution under Minn. Stat. § 302A.7291 for $55, and Minnesota does not gate the filing on a tax clearance certificate.
The filing, and what Minnesota calls it
Minnesota corporations file a Notice of Intent to Dissolve (Minn. Stat. § 302A.723) and then Articles of Dissolution, using § 302A.7291 (no-notice-to-creditors path) or § 302A.727 (with-notice path) depending on how the corporation handled creditor claims.
The tax clearance question
Minnesota does not gate the Articles of Dissolution on a tax clearance certificate. Neither operative dissolution-filing statute references the Department of Revenue, a tax clearance certificate, or DOR sign-off as a precondition to Secretary of State acceptance. The Department of Revenue’s own guidance treats closing tax accounts as a separate, parallel obligation: ‘Closing with the Secretary of State doesn’t close your tax accounts.’ (Minn. Stat. §§ 302A.7291, 302A.727 (no tax-agency reference in either)) That does not erase the corporation’s final tax filings; it just means the Secretary of State’s office is not the one checking for them before accepting the paperwork.
Creditors and the claims window
Minnesota makes available, but does not require, a formal notice-to-known-and-unknown-creditors procedure, with a 730-day claims-bar window. Optional: the corporation chooses either the § 302A.727 known/unknown-creditor notice path (claims barred the later of 90 days after published or written notice) or the no-notice § 302A.7291 path, under which a 2-year bar runs from the date the notice of intent to dissolve was filed. (Minn. Stat. §§ 302A.727, 302A.7291 subd. 3)
What the filing costs
The Articles of Dissolution carries a $55 filing fee. $55 for expedited in-person or online filing; $35 by mail.
What this page does not answer
Dissolving the entity at the state level and closing it out with the IRS are two separate processes. A final federal return, IRS Form 966 in some circumstances, and canceling the EIN are governed by federal law, not by Minnesota’s corporation statute, and this cluster does not source them. We have the state-filing answer at primary and the federal-closeout answer not at all.
This page sells nothing and links to no filing service. Dissolving a corporation is a filing-desk task with a statutory answer, and the answer is either in the state’s code and the Secretary of State’s own instructions or it is not.
This page covers a for-profit business corporation. If you are closing an LLC in Minnesota instead, the filing, fee and statute are different: see dissolving an LLC in Minnesota.
Sources
Every citation on this page is statutory or the Secretary of State’s own official filing instructions. No formation service, no registered-agent marketing page and no aggregator is cited anywhere in this cluster; those are the only publishers of the competing versions.
- Minn. Stat. § 302A.7291: https://www.revisor.mn.gov/statutes/cite/302A.7291
- Minn. Stat. § 302A.727: https://www.revisor.mn.gov/statutes/cite/302A.727
- Minnesota SOS, Business Corporation Forms: https://www.sos.mn.gov/business-liens/business-forms-fees/minnesota-business-corporation-forms/