What Is Minnesota Dissolution?
If a company has registered its activities in Minnesota, it has to go through the process of dissolution to formally cease its business operations within the state. It will help the business owners to end the company’s existence officially and deal with its responsibilities.
Why Does A Company Dissolve?
Why do companies need to dissolve? – Minnesota requires business entities that operate within the state to file formal paperwork when they start. Likewise, your company will also have to go through a process so that the state will know that the business ceases all its activities and has no more filing and tax obligations.
Who makes the decision to dissolve? – For LLCs in Minnesota, the decision will depend on the members. Meanwhile, the board of directors of a Minnesota corporation has to adopt a resolution. The shareholders will vote on the resolution to dissolve the company.
How long does it take to dissolve a business? – It may take weeks for a company to complete the whole process. The sooner the company decides to dissolve, the earlier you can start handling the tasks. After accomplishing the initial actions, the state takes 5-7 business days to process your company’s documents.
What Happens If Your Company Does Not Formally Dissolve?
Business entities that fail to dissolve properly will continue to exist and have obligations to the state. Thus, the state will be expecting your company to file the required reports and pay taxes.
Steps To Dissolve Your Business
Make sure you follow each step carefully to avoid having problems when dissolving your company in Minnesota.
1. File Articles of Dissolution with the state – If an LLC has accepted contributions, it has to file a Notice of Dissolution first. After that, it has to submit Articles of Dissolution that also indicates that the LLC has notified claimants about the dissolution. But, if an LLC has not accepted contributions, it has to submit the Articles of Dissolution and Termination. Corporations that have issued shares have to file an Intent to Dissolve form before filing the Articles of Dissolution Chapter 302.7291 or 302A.727. Meanwhile, those that have not issued shares yet only have to file the Articles of Dissolution Chapter 302A.711. The form must indicate that the corporation has informed its creditors about the dissolution. You must submit the forms by mail, in person, or online to the Secretary of State.
2. Remove all liabilities and obligations – Business entities can appoint a member or officer or a team to liquidate the assets of the company. Doing this will help settle the obligations of the business. Follow the priorities outline based on the law. Then, you can distribute the remaining assets depending on the rights and interests.
3. Give notice to any claimants – Minnesota requires LLCs that have accepted contributions and corporations that have issued shares to notify creditors and claimants of the company’s dissolution. Check your company’s records for the mailing addresses of known claimants. You may also publish the notice in a newspaper to notify unknown claimants.
4. Tax clearance – Minnesota does not require business entities to secure tax clearance before dissolving. However, you have to make sure that the company does not have pending tax obligations and filings to prevent possible issues in the future.
5. Close all bank accounts, credit lines, permits, and licenses – If there are any business accounts under your Minnesota company, close them after settling all obligations. Leaving them open will make you vulnerable to liabilities and obligations that may lead to legal issues. Additionally, check the business licenses and permits and cancel them to avoid fiscal obligations.
How DoMyLLC can assist with streamlining the process
If you are thinking of closing your business in Minnesota and are looking for ways to make the process hassle-free, then you do not have to look further. We can handle the filing process for your company. We offer personalized solutions and live support from our team of experts. Contact us now and choose the service that is right for your Minnesota company.
Minnesota Dissolution FAQs
The filing fee for each form are as follows:
- Notice of Dissolution – $35
- Articles of Termination – $35
- Intents to Dissolve – $35
- Articles of Dissolution – $35
Online filings are for express processing and require an additional $10 fee.
No, you do not need clearance.
The Secretary of State usually takes 5-7 days to process documents. It mails back filed documents to the company. You can expect to receive the document around 7-10 business days after you filed it. The state considers online filings under express processing and finishes them within one business day. For walk-in filings, the state will process the documents while you wait.
Your business name will be available upon dissolution.
Minnesota Business Resources
Minnesota Office of Secretary of State
Minnesota Secretary of State
60 Empire Drive, Suite 100
St. Paul, MN 55103