Dissolving a Minnesota LLC
If you and other members of your organization are considering dissolving your LLC, it's important to address the required steps; otherwise, you could face administrative consequences and additional challenges associated with the dissolution of your Minnesota LLC.
Before you file paperwork
Before anything is filed with the state to formally terminate the existence of the LLC, members of the LLC need to take certain actions. As a first step, members of the LLC need to approve the dissolution. This can be done in accordance with the operating agreement of the LLC or through a unanimous consent of the members approving the dissolution. Regardless of the method, the vote on the dissolution should be recorded in the minutes of the meeting in which it occurred. This can be helpful in the event that someone does not remember providing their consent.
What to file
You are responsible for taking the necessary actions to notify creditors prior to dissolving a Minnesota LLC and winding up the company. You will need to make arrangements to pay all LLC liabilities, debts and obligations.
Minnesota requires that different articles be filed, based on whether the LLC accepted or did not accept contributions. If your LLC accepted contributions, you must first file a notice of dissolution with the Secretary of State by mail or in person. This is followed by filing an articles of termination form. LLC’s that have not accepted contributions can file the articles of dissolution and termination form.
All forms must be filed with the Secretary of State by mail, online or in person. These forms are available online, along with instructions. There is a fee for all filings and they are usually processed within 5-10 business days. Expedited service is available for an additional fee. This step is referred to as the formal process of dissolution. By filing dissolution articles, you are formally terminating the LLC’s status as a business entity registered directly with the state. Minnesota does not require tax clearance prior to dissolving your LLC.
We recognize that this process can be overwhelming and frustrating for someone in the midst of winding down the business of an LLC. To avoid the hassles associated, you can partner with our service and we will handle all aspects of dissolving your Minnesota LLC for you.
Impact of dissolution
Once formally terminated with the state, the name of your Minnesota LLC is not protected. Other entities may be eligible to use the name immediately.
Finally, remember that if you are authorized to do business in other states, you will need to follow the necessary procedures within those states to decrease your chances of facing additional consequences outside of Minnesota. Swyft Filings can help with your withdrawal from any state where you are foreign qualified.