How to File a Minnesota LLC Statement of Dissolution
Learn how to file a Minnesota LLC Statement of Dissolution, including eligibility, required information, filing methods, fees, and post-filing steps.
Minnesota LLC Statement of Dissolution Filing Guide
Filing a Minnesota LLC Statement of Dissolution is a required step after an LLC has legally dissolved and entered the winding-up phase under Minnesota Statutes Chapter 322C. This filing does not end the company immediately but places it into an official status that limits future activity and notifies the public that the LLC is closing its affairs.
Overview of Minnesota LLC Dissolution Process
In Minnesota, dissolving an LLC means the company has entered the winding-up phase under Chapter 322C. Filing a Minnesota LLC Statement of Dissolution does not end the LLC immediately. Instead, it formally notifies the Secretary of State that the LLC has already dissolved and is now completing final business activities.
After dissolution, the LLC must wind up its affairs, which includes settling debts, completing obligations, and distributing remaining assets if any. Only after winding up is complete may the LLC file a separate Statement of Termination to fully cancel its public record.
Dissolution Events Required Before Filing
- A legal dissolution event must already have occurred
A Minnesota LLC may file a Statement of Dissolution only after a qualifying dissolution event has taken place under Section 322C.0701. The filing confirms dissolution rather than initiating it. Without a valid dissolution event, the Secretary of State will not accept the filing.
- Dissolution events may come from the operating agreement
Many LLCs dissolve when an event listed in the operating agreement occurs, such as a fixed expiration date or a triggering business condition. The filing certifies that such an event has already happened. Members should review the operating agreement carefully to confirm that dissolution conditions were properly met.
Overview of Minnesota LLC Dissolution Process
- Member approval may trigger dissolution
If the operating agreement allows, members may approve dissolution by consent or vote. This approval must occur before submitting the Minnesota LLC Statement of Dissolution. Records of member approval should be retained in case the filing is later questioned.
- Judicial or administrative dissolution may apply
In some cases, a court order or administrative action dissolves the LLC. Once dissolution is legally effective, the LLC becomes eligible to file the Statement of Dissolution. The filing serves as formal notice that the dissolution has already taken legal effect.
Statement of Dissolution vs Statement of Termination
- The Statement of Dissolution begins the winding-up phase
Filing a Minnesota LLC Statement of Dissolution places the LLC into winding up status. The company may no longer conduct new business except as needed to close its affairs. This status change is visible in the public business registry.
- The Statement of Termination ends the LLC’s existence
A separate Statement of Termination must be filed after winding up is complete. This filing formally removes the LLC from the Secretary of State’s active records. Until termination is filed, the LLC legally continues to exist.
- Both filings serve different legal purposes
Dissolution signals that the LLC has stopped operating normally, while termination confirms that all obligations are complete and the entity no longer exists. Filing only one of these documents does not complete the full closure process.
Eligibility Requirements for Filing the Statement of Dissolution
1. LLC must be governed by Chapter 322C
Only limited liability companies formed or registered under Minnesota Statutes Chapter 322C are eligible to file the Minnesota LLC Statement of Dissolution. LLCs governed by earlier statutes or foreign laws must first confirm applicability before filing.
2. LLC must already be dissolved and in winding up
The Statement of Dissolution may be filed only after a dissolution event has occurred. Common dissolution events include member consent, an event listed in the operating agreement, or judicial or administrative dissolution. Filing before dissolution has legally occurred is not permitted.
3. Separate termination filing required to fully cancel the LLC record
The Statement of Dissolution does not remove the LLC from state records. After winding up is complete, the LLC must file a Statement of Termination under Section 322C.0702 to formally end the entity’s existence.
4. Accuracy and perjury certification requirements
The filing includes a certification made under penalty of perjury. The signer confirms that the LLC is dissolved, winding up, and eligible to file. Providing false or inaccurate information may result in legal consequences under Minnesota law.
Information Required on the Minnesota LLC Statement of Dissolution Form
1. Legal name of the LLC (exact match to state records)
The LLC’s legal name must be entered exactly as it appears in the Secretary of State’s records, including punctuation and abbreviations. Any variation may delay acceptance or require correction.
2. Certification that the LLC is dissolved and winding up
The form requires a formal statement confirming that the LLC has already dissolved and is currently winding up its affairs. This certification establishes statutory compliance under Chapter 322C.
3. Authorized signature requirements
The Statement of Dissolution must be signed by an authorized person of the LLC or an authorized agent acting on behalf of the required signers. The signature confirms authority and legal responsibility for the filing.
4. Email address for official notices
An email address may be provided to receive filing confirmations and notices from the Secretary of State. The filer may also request exclusion from bulk data distributions if desired.
5. Contact name and daytime phone number
The form requires a contact person and phone number so state staff can reach the filer if clarification or corrections are needed. This information helps prevent unnecessary filing delays.
Eligibility Requirements for Filing the Statement of Dissolution
Authorized Signatures and Certification
- Only authorized persons may sign
The Statement of Dissolution must be signed by an authorized person of the LLC, such as a member or manager with authority under the operating agreement, or an authorized agent acting on behalf of the required signers. The state relies on this signature to confirm proper authority.
- Certification is made under penalty of perjury
The signer certifies that the LLC is dissolved, winding up, and eligible to file under Chapter 322C. False statements may carry legal consequences under Minnesota law. This certification places personal responsibility on the signer.
- Authority must match the LLC’s structure
The signer’s authority must align with whether the LLC is member-managed or manager-managed. Incorrect authorization may cause rejection of the filing. Internal records should clearly support the signer’s role.
Filing Methods and Fees
- Online filing through the Minnesota Secretary of State
The Statement of Dissolution may be filed electronically using the Secretary of State’s business services portal, which provides faster confirmation and tracking. Online filing is often preferred for speed and convenience.
- Mail and in-person filing options are available
Paper filings may be submitted by mail or delivered in person to the Secretary of State’s office, following standard submission rules. Filers should allow additional processing time for mailed submissions.
- Filing fees vary by submission method
Mail filings generally require a lower fee, while expedited in-person filings carry a higher fee. Fees must accompany the filing for acceptance. Submissions without proper payment are returned unfiled.
Post-Filing Responsibilities After Dissolution
- The LLC must complete the winding-up process
After filing the Statement of Dissolution, the LLC must settle debts, resolve obligations, and distribute remaining assets according to the operating agreement and Minnesota law. These actions must be completed before termination.
- Annual obligations may still apply during winding up
Until a Statement of Termination is filed, the LLC remains on record and may still need to meet ongoing state requirements. Ignoring these obligations can lead to penalties or administrative issues.
- Statement of Termination must be filed later
Once winding up is complete, the LLC must file a Statement of Termination to fully close the entity and end all state-level obligations. This final step officially ends the LLC’s legal existence.
Common Filing Mistakes to Avoid
- Filing before dissolution legally occurs
Submitting a Statement of Dissolution before a valid dissolution event has taken place violates Chapter 322C and results in rejection. The state does not allow retroactive validation through filing.
- Confusing dissolution with termination
Many filers mistakenly believe dissolution alone ends the LLC. Failure to later file the Statement of Termination keeps the entity active on state records. This mistake often leads to continued compliance requirements.
- Using an unauthorized signer
A signature from someone without authority under the operating agreement or statute invalidates the filing. This error commonly occurs when management structure is misunderstood.
Common Filing Mistakes to Avoid
- Incorrect LLC name or missing information
Names, certifications, and contact details must match state records exactly. Incomplete or inconsistent information often causes delays. Careful review before submission helps avoid resubmission.
Conclusion
Completing a Minnesota LLC Statement of Dissolution requires more than submitting a form. The LLC must already be dissolved, actively winding up, and compliant with Chapter 322C before filing. Understanding the difference between dissolution and termination, using authorized signatures to ensure the filing is accepted and properly recorded.
If you want a clear and dependable way to file your Minnesota LLC Statement of Dissolution, FastFile provides a structured service designed to reduce errors and save time.
FastFile collects the required details through about 10 simple questions, reviews your information for accuracy, and prepares the dissolution filing to match Minnesota requirements before submission.
With a flat fee starting from $90, an organized review process, and an average 24-hour turnaround, FastFile helps business owners complete dissolution filings quickly and correctly.
Their team focuses on accuracy, consistent communication, and reliable processing so you can move forward knowing your Minnesota LLC dissolution has been handled properly from start to finish.