How to Dissolve a Minnesota LLC

If you no longer want to do business with your LLC, you must formally dissolve it. Failure to do so on time may result in tax bills and fines, as well as legal difficulties.

Simply follow these three procedures to dissolve an LLC in Minnesota:

Observe the Operating Agreement
Close Your Company’s Tax Accounts
Articles of Dissolution should be filed.

Step 1: Comply with the terms of your Minnesota LLC Operating Agreement.

The methods for dissolving an LLC are usually defined in the operating agreement. The following are some frequent disintegration steps:

Holding an election among LLC members to dissolve the LLC
Including the dissolution vote in the meeting minutes of the LLC
Choosing the official date of dissolution
Asset distribution in an LLC
Notifying creditors and resolving any commercial debts

If your LLC’s operating agreement does not include any dissolution processes, you should contact the state for further information.

Step 2: Close Your Commercial Tax Accounts

Every active Minnesota LLC has a number of tax accounts that are managed by several agencies of the Minnesota State government. You must first pay off any taxes and/or penalties due to these accounts before you may dissolve your LLC.

Here are some of the most typical taxes that your LLC may have to pay:

Franchise Tax in Minnesota
If you have or have had Minnesota employees:
Unemployment Insurance Contribution
Withholding Tax on Employees
If your limited liability company offers or has sold taxable goods or services in Minnesota:
Sales and Use Taxes

Typically, closing your tax accounts is merely submitting a final return with the relevant agency. Some accounts, however, need the submission of additional formal documentation. If you need help closing your tax accounts, you may consider hiring a Certified Public Accountant.

Step 3: Submit the Articles of Dissolution.

Articles of Dissolution, also known as a Statement of Termination in Minnesota, are the documents you use to voluntarily dissolve your LLC. Your LLC will cease to exist after this form has been submitted and processed.

In Minnesota, you must first submit a Statement of Dissolution indicating that your company is being wound up. Then, after your LLC has been dissolved, you must submit the Statement of Termination.

Business owners in Minnesota must file their Statement of Termination via mail, online, or in person.