We may earn a commission when you buy through links on this site. It never changes the state fees we report. How we make money
Landscape in Minnesota

Minnesota · Dissolving an LLC

Dissolving an Minnesota LLC

Closing a Minnesota LLC properly means filing Statement of Dissolution, followed by a Statement of Termination and settling state taxes. Here's the process.

Last verified 2026-11-01 against official Minnesota sources

Short answer: File Statement of Dissolution, followed by a Statement of Termination with the Minnesota Secretary of State for $55. No tax clearance required from Department of Revenue before Secretary of State accepts filing.

We've pulled these figures from the Minnesota Secretary of State's own pages. If something's changed since our last check, the state's portal wins, so it's worth a quick look before you pay.

How dissolution works in Minnesota

  1. Get member approval as your operating agreement requires.
  2. Settle debts, file final tax returns and close accounts. No tax clearance required from Department of Revenue before Secretary of State accepts filing.
  3. File Statement of Dissolution, followed by a Statement of Termination with the Minnesota Secretary of State and pay $55.
  4. Cancel your registered agent service and close your EIN account with the IRS.

How Minnesota compares

Minnesota's dissolution filing fee is $55. That's the 13th highest of 48 jurisdictions we track. The national median is $32.5, so Minnesota runs $22.5 above it.

Minnesota and nearby states, dissolution filing fee. See all 48 jurisdictions.
StateFeeNational rank (1 = highest)
Minnesota$5513 of 48
Illinois$539 of 48
Iowa$539 of 48
North Dakota$2032 of 48
IndianaVariesNot confirmed
South Dakota$1036 of 48

Minnesota fees that apply here

Source: Minnesota Secretary of State, checked November 1, 2026.
FilingState feeNotes
Annual Renewal$0annual, December 31 of each year, beginning the calendar year following formation
Statement of Dissolution, followed by a Statement of Termination$55

Dissolving an LLC: Minnesota questions

How do I dissolve an LLC in Minnesota?

File Statement of Dissolution, followed by a Statement of Termination with the Minnesota Secretary of State ($55). No tax clearance required from Department of Revenue before Secretary of State accepts filing.

Do I need tax clearance before dissolving in Minnesota?

No tax clearance required from Department of Revenue before Secretary of State accepts filing.

What happens if I just stop filing reports instead of dissolving?

The state may administratively dissolve the LLC, but fees, penalties and tax obligations can keep piling up until then. Immediate administrative termination without a separate late fee, reinstatement costs $45 online or $25 by mail.

How much does it cost to dissolve a Minnesota LLC?

$55 in state fees, plus any final report or tax amounts owed.

Sources and verification

Last checked against official state sources on . States change fees with little notice, so confirm on the filing portal before you pay. How we verify.