The process of Legally Closing a LLC in Minnesota is called Dissolution.  After a Minnesota LLC has been Dissolved, it ceases to be Legally Active in the Minnesota Secretary of State's records and may no longer Legally conduct business in the state of Minnesota.

A Minnesota LLC is created when the MN Secretary of State approves the Formation Documents - the Articles of Organization.  A record of the Minnesota LLC is added to the list of LLCs which have officially registered with the Minnesota Secretary of State.  Once a LLC is registered with the Minnesota Secretary of State, that LLC immediately has both reporting and tax obligations which incur penalties if the obligations are not met by the required deadlines.

If you've registered a Minnesota LLC with the Minnesota Secretary of State and want to cease business activities you have to let the MN Secretary of State know that you intend to close your company.  Only after the MN Secretary of State has made sure that all of the obligations of the Minnesota LLC have been fulfilled will the Secretary of State approve of the closure of the company.

When the Minnesota Secretary of State approves the closing of a MN LLC, that Minnesota LLC is said to be Dissolved.  The process of Dissolving a Minnesota LLC is called Minnesota LLC Dissolution.

The Minnesota Secretary of State will issue a Certificate of Termination to the MN Limited Liability Company after the Minnesota LLC has been Dissolved. All debts, obligations and liabilities of the Minnesota Limited Liability Company must have been paid or discharged or notice must be given to creditors and claimants before the MN Secretary of State will approve Dissolution of a Minnesota LLC.

As soon as a Minnesota LLC is registered with the MN Secretary of State, that LLC is responsible for recurring obligations of the Minnesota Secretary of State and the Minnesota Department of Revenue.  If a Minnesota LLC does not file its required reports or pay its tax obligations, then that MN Limited Liability Company could be responsible for penalties which compound as time goes by.

Unless you Dissolve (Legally Close) your Minnesota LLC with the Minnesota Secretary of State that MN Limited Liability Company will be responsible for all recurring fees and penalties until the company has been legally closed.

Minnesota LLC Dissolution is one part of a larger process commonly called the "Winding Up" process.

There are things you need to do before you can request approval of LLC Dissolution from the Minnesota Secretary of State; and things that you have to do after the MN Secretary of State has approved Dissolution of the Minnesota LLC.

When a Minnesota LLC is originally created, the Members (owners) may create a document called an Operating Agreement.  The Operating Agreement may include pretty much anything that has to do with running the LLC, including specific requirements which need to be followed before the LLC may be Legally Closed.  Before you do anything else, you should review the Operating Agreement for anything that needs to be done before the Business is Legally Closed.
What you have to do both before and after the Minnesota LLC is Dissolved largely depends what kind of debts and liabilities that the Minnesota LLC has.  If the Minnesota LLC has not commenced business activities then the MN LLC Dissolution process is easier.

1. Hold a Members meeting and record a resolution to Legally Close the Minnesota LLC
   
   
   Minnesota LLC Dissolution is one part of a larger process commonly called the "Winding Up" process.
   
   A meeting should be held of all Members of the Minnesota LLC and a vote to Legally Close the Minnesota Limited Liability Company taken.  There should be a majority of Members who vote Yes to Legally Close the company. A formal date on which the LLC will be closed should be specified.  Minutes of the meeting should be recorded and retained in the business records.  If the Minnesota LLC does not have any Members then the Organizer(s) have to apply for Dissolution of the Minnesota LLC.
   
   
   We can transcribe and compile any minutes or approvals into a form that is legally recognized by the Minnesota Secretary of State.
   
   
2. File a Notice of Dissolution with the MN Secretary of State
   
   
   The Notice of Dissolution to Dissolve must be filed with the Minnesota Secretary of State before initiating the final stages of the Minnesota LLC Dissolution process.
   
   
   We can prepare your Notice of Dissolution and file it with the MN Secretary of State.
   
   
3. File all required Annual Business Renewals with the Minnesota Secretary of State
   
   
   The Minnesota Secretary of State will not approve the Dissolution of a MN LLC until all required administrative reports have been filed.
   
   
   We can file any required Annual Business Renewals with the MN Secretary of State quickly and easily.
   
   
4. Clear up any business debts
   
   
   All creditors of a Minnesota LLC should be given notice of the pending LLC Dissolution. Each creditor should be given a mailing address to which they may submit claims as well as a deadline by which claims may be submitted.
   
   
5. Pay all taxes and administrative fees owed by the Minnesota LLC
   
   
   The Minnesota Secretary of State will definitely not approve the Dissolution of a Minnesota LLC until all outstanding taxes and applicable registration and administrative fees have been paid.

1. Distribute all remaining assets of the Minnesota LLC
   
   
   If the Minnesota LLC has any remaining assets, these may be divided according to the Members' ownership interests in the MN Limited Liability Company.  Refer to the Articles of Organization for specific requirements, if any, for asset distribution.  All distributions to LLC Members must be reported to the IRS.
   
   
2. Close all business bank accounts of the Minnesota LLC
   
   
   If there are any business bank accounts that have been opened for the Minnesota LLC then those accounts must be closed.  If any business bank accounts are left open then there may be liability and obligations of the Dissolved Minnesota LLC which could lead to legal problems down the line.
   
   
3. Cancel all local business licenses and permits of the MN LLC
   
   
   If the Minnesota LLC has obtained any state, regional, county or city business licenses or permits, there may be cancellation requirements associated with those licenses or permits.  Each of those must be cancelled to avoid any reporting or fiscal obligations the Minnesota LLC may have.  This includes business registration licenses as well as reseller permits.
   
   
4. File IRS Form 966
   
   
   A dissolved Minnesota LLC may be required to file IRS Form 966 with the US Internal Revenue Service.  If a Minnesota LLC is required to file IRS Form 966, that filing is required within 30 days after the final Dissolution plan is approved.  Filing IRS Form 966 lets the Federal Government know that the Minnesota LLC has been legally Dissolved so that it may take the appropriate actions.
   
   
   We can prepare IRS Form 966 for you to file.
   
   
5. Cancel the IRS account associated with the MN LLC's Federal Tax ID (EIN)
   
   
   A Federal Tax ID, or Federal Employer Identification Number (EIN), is like a Social Security Number for the Minnesota LLC.  Once the IRS links an EIN to a Minnesota LLC, that EIN stays with the Minnesota LLC even after the Company has been Legally Closed by the Minnesota Secretary of State.
   
   When the IRS processes the final tax return for the Minnesota LLC, they automatically make the EIN inactive.  However, the account associated with the EIN is not automatically closed.  Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account, or with the IRS, in the future.
   
   If you should decide to revive the Minnesota LLC down the line then the IRS will reactivate the old EIN for your new Business.
   
   Before a Minnesota LLC can close an EIN account, it must be in Good Standing with the IRS.  The Minnesota LLC must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.  The Minnesota LLC cannot close its EIN account until the IRS has received payment for any tax amounts the Company may owe.
   
   
   We can prepare the formal documents which you can sign and submit to the IRS in order to close the account associated with your EIN.
   
   
6. Keep Records of all Pertinent Business Documents
   
   
   In order to avoid problems down the line, you should keep copies of all tax filings, contracts and employment records on file as well as Certified Copies of all company documents filed with the Secretary of State.  This includes your Formation Documents - your original Articles of Organization and any Amendments - and all Dissolution douments.

You notify the IRS that your Minnesota LLC has been Closed on the final tax return that is filed for your Business. 

If you have employees and file taxes quarterly with IRS Form 941, Employers Quarterly Tax Return, check the appropriate box on that form to let the IRS know that your LLC has Closed.  If you file yearly taxes do the same on IRS Form 944, Employers Yearly Tax Return. You should also attach a statement to the return showing the name of the person keeping the payroll records and the address where those records will be retained.

When you opened your Minnesota LLC you most likely were assigned a Federal Employer Identification Number (EIN).  Once the IRS links an EIN to a LLC, that EIN stays with the LLC even after the Company has been Dissolved.  If you don't plan to reopen your Minnesota LLC after it has been Closed, you should cancel the EIN account that has been assigned to your Company.

The time it takes to Dissolve a Minnesota LLC varies depending on how long it takes to complete the actions that are required in each specific case - holding meetings, closing accounts, distributing assets, etc.

Once the initial actions are completed, the Minnesota Secretary of State usually takes around 5-7 business days to process the Articles of Termination.

Processing times for Minnesota LLC Dissolution filings vary depending on the work load of the Secretary of State's staff.  We've found that normal processing of Minnesota Dissolution filings takes the state around 5-7 business days.

We are dependent on, and have no control over, the staff and systems of the Minnesota Secretary of State .  In our experience 5-7 business days is the time it usually takes the Minnesota Secretary of State to process a Minnesota Dissolution filing.  We get your Minnesota LLC Dissolution filing to the MN Secretary of State as soon as possible after we receive your order.  Once it is at the state we have no control over the Minnesota Dissolution approval process.

The total cost to Legally Close a Minnesota LLC varies depending on exactly what is required for each specific MN Dissolution.  We charge $249 plus any state fees for our Minnesota LLC Dissolution services. This includes:

We also offer these Minnesota LLC Dissolution services separately as explained below.

If there are Foreign Limited Liability Companies in states other than Minnesota that are tied to the Domestic Minnesota LLC then each of those Foreign LLCs must be Dissolved before the Minnesota LLC can be legally Dissolved.

A Minnesota LLC company name becomes available for anyone to use when the Minnesota Limited Liability Company is Dissolved by the Minnesota Secretary of State. There are no LLC company name protections in Minnesota once a Minnesota LLC has been Dissolved by the Minnesota Secretary of State.