Learn how to file Minnesota Nonprofit Articles of Dissolution, including eligibility, Attorney General notice, required information, and post-filing steps.
Minnesota Nonprofit Articles of Dissolution Filing Guide
Filing the Minnesota Nonprofit Articles of Dissolution is a formal legal step that officially ends a nonprofit corporation’s existence under Minnesota law. This process requires careful attention to statutory eligibility, proper authorization, notice requirements, and accurate completion of state forms.
What Are the Minnesota Nonprofit Articles of Dissolution?
A nonprofit corporation is a legal entity formed to operate for charitable, educational, religious, or other public-benefit purposes rather than to generate profits for private owners. In Minnesota, nonprofit corporations are governed by Minnesota Statutes Chapter 317A and are managed by a board of directors that oversees the organization’s mission, finances, and compliance obligations.
When a nonprofit corporation decides to cease operations, it must file the Minnesota Nonprofit Articles of Dissolution to formally notify the state of its intent to dissolve. This filing confirms that the organization has followed required approval procedures and allows the nonprofit to wind up its affairs in accordance with Minnesota law and applicable regulatory requirements.
What Are the Minnesota Nonprofit Articles of Dissolution?
Eligibility to Use Minnesota Statute 317A.711
A nonprofit may use §317A.711 only if it has not named its first board of directors. If a board has already been elected or appointed, a different statutory dissolution procedure must be followed.
This statute applies when the nonprofit is still controlled by its incorporators. The incorporators retain authority to dissolve the entity before formal governance begins.
Requirements Before Filing Articles of Dissolution
1. Eligibility under Minnesota Statute §317A.711 must be confirmed
Before filing the Minnesota Nonprofit Articles of Dissolution, the corporation must confirm that it qualifies under Minnesota Statute §317A.711.
This statute applies only to nonprofits that have not elected or appointed a board of directors and remain under the authority of their incorporators. If directors or members exist, the nonprofit must follow a different statutory dissolution process.
2. No directors or members may exist at the time of dissolution
The nonprofit must not have directors or members at the time the Articles of Dissolution are filed. If directors were elected or members were admitted at any point, the simplified dissolution procedure under §317A.711 is no longer available, even if the organization later became inactive.
3. All debts, liabilities, and contractual obligations must be resolved
Before dissolution, the nonprofit must pay or otherwise resolve all outstanding debts and obligations. This includes vendor invoices, lease obligations, service contracts, and any other legal commitments that could survive dissolution if left unpaid.
4. No remaining assets subject to charitable distribution
The nonprofit must confirm that it holds no remaining assets requiring distribution under charitable asset rules. If assets remain, they must be distributed according to the Articles of Incorporation and Minnesota nonprofit law before filing dissolution documents.
5. Proper authorization by incorporators
The incorporators must authorize the dissolution in accordance with the nonprofit’s Articles of Incorporation and applicable Minnesota statutes. This authorization confirms that the filing is legally valid and properly approved.
Notice to the Minnesota Attorney General
- Determine whether Attorney General notice is required
Certain nonprofits are required to provide notice to the Minnesota Attorney General before dissolving, particularly if the organization has received charitable donations or held assets for charitable purposes. This requirement is governed by Minnesota Statute §317A.811.
- Certification included in the Articles of Dissolution
The dissolution form requires the filer to certify whether notice to the Attorney General was required. If notice was required, the nonprofit must confirm that notice has already been provided before submitting the Articles of Dissolution.
- Accuracy is required under penalty of perjury
The certification regarding Attorney General notice is made under penalty of perjury. Providing incorrect information may result in rejection of the filing or future legal issues if the dissolution is challenged.
Requirements Before Filing Articles of Dissolution
Information Required on the Minnesota Articles of Dissolution Form
- Exact nonprofit name and Minnesota file number
The nonprofit must list its legal name exactly as it appears in the records of the Minnesota Secretary of State, along with the correct file number. Any discrepancy between the filing and state records may delay processing or require correction.
- Date of incorporation
The original incorporation date is required to confirm the nonprofit’s identity and to verify eligibility for dissolution under §317A.711.
- Attorney General notice selection
The form requires a clear selection indicating whether notice to the Minnesota Attorney General was required. This selection must match the nonprofit’s factual and legal circumstances.
- Authorized signature and signer capacity
An authorized incorporator or agent must sign the form. The signer certifies that all statements are true and that the nonprofit meets the statutory requirements for dissolution.
- Contact information for state correspondence
A valid email address and phone number must be provided so the Secretary of State can contact the filer if additional information or clarification is needed.
Authorized Signature Requirements
The Articles of Dissolution must be signed by a majority of the incorporators or by an authorized agent acting on their behalf. The signer confirms authority to submit the filing. The signature certifies that all information provided is true and complete. False statements may create legal consequences.
Filing Methods and Fees
Minnesota allows nonprofit dissolution filings to be submitted online, by mail, or in person, giving filers flexibility based on timing needs. Mail filings require a $35 fee, while expedited filings submitted online or in person require a $55 fee. Fees must accompany the submission to begin processing.
Processing and Approval
1. Review by the Minnesota Secretary of State
After submission, the Secretary of State reviews the filing to confirm statutory eligibility, completeness, and accuracy. The review focuses on authorization, Attorney General notice certification, and conformity with §317A.711.
2. Dissolution effective upon filing acceptance
The nonprofit is considered legally dissolved only when the Articles of Dissolution are officially accepted and filed by the Secretary of State. Submission alone does not terminate the corporation’s legal existence.
3. Public record update
Once approved, the nonprofit’s status is updated in the public business registry to reflect dissolution, and the entity is no longer authorized to conduct business activities.
Post-Filing Responsibilities
- Retain dissolution records
Incorporators should retain copies of the filed Articles of Dissolution and any correspondence from the Secretary of State. These records may be needed for audits, grant reporting, or future legal inquiries.
- Respond to state follow-up requests
If the Secretary of State requests clarification or additional documentation, timely response is required to complete the dissolution process without delays.
- Cease all nonprofit operations
After dissolution, the nonprofit must stop operating, entering contracts, soliciting donations, or holding itself out as an active organization under Minnesota law.
Common Mistakes to Avoid
- Using §317A.711 when directors or members exist
Filing under the simplified dissolution statute when directors or members have existed is a frequent error and results in rejection of the filing.
- Incorrect Attorney General notice certification
Failing to properly determine or certify whether Attorney General notice was required can delay approval or expose the filing to legal challenges.
- Name or file number mismatches
Using a nonprofit name or file number that does not exactly match state records often leads to processing delays and correction requests.
Common Mistakes to Avoid
- Missing or unauthorized signatures
Unsigned forms or signatures from individuals without authority invalidate the filing and require resubmission.
Conclusion
Dissolving a nonprofit corporation in Minnesota involves more than submitting a single form. Organizations must confirm statutory eligibility, resolve obligations, address Attorney General notice requirements, and provide complete and accurate information to the Secretary of State.
If you want a clear and dependable way to complete your Minnesota nonprofit dissolution, FastFile provides professional filing support designed to keep the process simple and efficient.
FastFile prepares and reviews your Articles of Dissolution, confirms eligibility under Minnesota law, and checks that all required information is accurate before submission.
With a straightforward process that requires answers to about 10 simple questions, a flat fee starting from $90, and an average 24-hour processing turnaround, FastFile helps nonprofits close their records quickly and correctly.
Their structured review process and reliable submission workflow reduce the risk of errors and delays, allowing you to complete the dissolution with confidence and move forward knowing the filing has been handled properly.