Updated September 4, 2026. Quick answer: a dissolved Minnesota corporation reinstates by filing Annual Renewal (Minnesota reinstates a dissolved corporation by filing the overdue Annual Renewal, not a separate reinstatement form) under Minn. Stat. § 302A.821 (Corporate renewal/reinstatement, Business Corporation Act) for $25, with no statutory deadline to do it.
If you’d rather have the reinstatement filed for you
Bizee can prepare and file the Minnesota reinstatement paperwork described above on your behalf. State filing fees and any back taxes owed are separate, and you pay those directly either way.
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The filing, and what Minnesota calls it
A corporation administratively dissolved for failure to file its annual renewal by December 31 is reinstated by filing one Annual Renewal with the Secretary of State and paying a fee; the corporation returns to good standing retroactive to the dissolution date and its contracts/assets are validated.
How long you have to reinstate
Minnesota sets no deadline for reinstating a dissolved corporation. The statute states no time limit for filing the renewal to reinstate; the SOS renewals page confirms an entity may reinstate anytime. That does not mean waiting is free; back fees and penalties keep accruing the whole time the entity sits dissolved. (Minn. Stat. § 302A.821)
What you must pay before it goes through
Minnesota will not reinstate the corporation until every year it sat delinquent is paid for. The statute requires filing a renewal complying with § 5.34 and paying a $25 fee; no separate tax-clearance certificate is described in the statute text reviewed. (Minn. Stat. § 302A.821)
Whether your name is still yours
Your original name is not guaranteed to still be yours. After dissolution, the original business name is reserved to the dissolved entity for one year; after that it can become available to another filer, in which case reinstatement under the original name is not possible. Check Minnesota’s business-name database before assuming the reinstatement filing will go through under the old name. (Minnesota SOS renewals page)
What the filing costs
Minnesota’s Annual Renewal (Minnesota reinstates a dissolved corporation by filing the overdue Annual Renewal, not a separate reinstatement form) carries a $25 filing fee. $25 per statute (Minn. Stat. §302A.821); a commonly-cited $45 online/in-person figure could not be independently confirmed against the SOS fee-schedule PDF this session.
What this page does not answer
Reinstating the entity at the state level and squaring things up with the IRS are two separate processes. Late federal returns, penalty abatement requests, and reinstating a lapsed EIN’s associated accounts are governed by federal law, not by Minnesota’s corporation statute, and this page does not source them. We have the state-filing answer at primary and the federal-cleanup answer not at all.
This page covers a for-profit business corporation. If you are reinstating an LLC in Minnesota instead, the filing, fee and statute are different: see reinstating 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 as a source of law; those are the only publishers of the competing versions.
- Official MN Revisor’s Office, statute text: https://www.revisor.mn.gov/statutes/cite/302A.821
- Official SOS renewals page: https://www.sos.mn.gov/business-liens/renewals/