How to File a Minnesota LLP Statement of Dissolution
Learn how to file a Minnesota LLP Statement of Dissolution, meet Chapter 323A requirements, avoid errors, and complete winding up correctly.
Minnesota LLP Statement of Dissolution Filing Guide
Ending a Limited Liability Partnership in Minnesota requires more than an internal decision among partners. The Minnesota LLP Statement of Dissolution serves as the official notice to the Secretary of State that the partnership has dissolved under Minnesota Statutes Chapter 323A.
What Is the Minnesota LLP Statement of Dissolution?
The Minnesota LLP Statement of Dissolution is an official filing submitted to the Minnesota Secretary of State to formally notify the state that a Limited Liability Partnership (LLP) has dissolved and entered the winding-up phase.
This filing does not itself dissolve the LLP. Instead, it records that dissolution has already occurred under Minnesota law and that the partnership is now concluding its remaining legal and financial affairs.
Filing the Statement of Dissolution is a critical compliance step because it updates the public record, limits future liability exposure, and establishes the legal status of the LLP during the winding-up period. Until this statement is filed, the state may continue to treat the LLP as active, which can lead to ongoing reporting obligations and potential compliance issues.
What Is the Minnesota LLP Statement of Dissolution?
Statutory Basis Under Minnesota Statutes Chapter 323A
1. Dissolution events under §323A.0801
Under §323A.0801, an LLP is considered dissolved when specific statutory events occur. These events may include a partner decision to dissolve under the partnership agreement, the occurrence of an agreed-upon dissolution trigger, or other circumstances recognized by law.
2. Requirement that dissolution must already have occurred
Minnesota law requires that dissolution must already be effective before the Statement of Dissolution is filed. The filing serves as a declaration, not an initiating action.
This means partners must first complete the internal dissolution process in accordance with the partnership agreement and applicable statutes before submitting the form to the Secretary of State.
3. Legal meaning of “winding up” an LLP
“Winding up” refers to the post-dissolution phase during which the LLP completes unfinished business. This includes settling debts, collecting receivables, distributing remaining assets, resolving contracts, and closing tax and regulatory accounts.
During winding up, the LLP may continue limited operations only as necessary to conclude its affairs, and the Statement of Dissolution confirms this status to the state.
Eligibility Requirements Before Filing
- LLP must be governed by Minnesota Statutes Chapter 323A
Only a Limited Liability Partnership that is formed or registered under Minnesota Statutes Chapter 323A is eligible to file a Minnesota LLP Statement of Dissolution. Partnerships governed by other statutes or organized in a different legal form must follow separate dissolution procedures applicable to their entity type.
- Dissolution must already have occurred
The Statement of Dissolution may only be filed after a dissolution event has legally occurred under §323A.0801, such as partner approval, expiration of the partnership term, or another event stated in the partnership agreement. The filing does not create the dissolution; it formally reports a dissolution that has already taken place.
- LLP must be in the winding-up phase
At the time of filing, the LLP must be in the process of winding up its affairs. This means the partnership has stopped carrying on new business activities and is focused on settling obligations, collecting assets, and preparing for final termination.
- Accuracy and perjury certification are required
All information provided in the Statement of Dissolution must be accurate and complete. The signer certifies the filing under penalty of perjury, making it critical that the facts stated align with the partnership’s internal records and legal status.
Statement of Dissolution vs Cancellation of LLP Registration
- Statement of Dissolution records the LLP’s dissolved status
Filing a Statement of Dissolution notifies the Minnesota Secretary of State that the LLP has dissolved and entered the winding-up phase. The partnership remains on record with the state but is identified as dissolved rather than active.
- Cancellation formally ends the LLP’s state registration
A Cancellation of LLP Registration is a separate filing that permanently removes the LLP from Minnesota’s records. This filing can only occur after winding up is complete and all legal obligations have been addressed.
- Both filings serve different legal purposes
The Statement of Dissolution and the Cancellation of Registration are not interchangeable. Filing only the Statement of Dissolution does not end the LLP’s existence and may leave ongoing reporting or compliance obligations in place until cancellation is filed.
Eligibility Requirements Before Filing
Information Required on the Minnesota LLP Statement of Dissolution Form
1. Legal name of the Limited Liability Partnership
The LLP’s legal name must match exactly as it appears in the Minnesota Secretary of State database. Any discrepancy in spelling, punctuation, or formatting can delay processing or result in rejection of the filing.
2. Alternate or assumed name for foreign LLPs
If the LLP is a foreign limited liability partnership registered to do business in Minnesota under an assumed name, that alternate name must be listed as required. This ensures the filing is properly associated with the correct registered entity in Minnesota.
3. Certification of dissolution and winding up status
The form requires a formal certification stating that the LLP has dissolved and is currently winding up its business. This certification is made under penalty of perjury and confirms compliance with Chapter 323A requirements.
4. Email address and bulk-data exclusion option
An email address may be provided to receive official filing confirmations and notices. The form also allows filers to request exclusion from bulk data distributions, which helps limit the LLP’s contact information from being sold or reused by third parties.
5. Contact name and daytime phone number
A contact person’s name and daytime phone number must be included so the Secretary of State can reach the filer if questions or corrections are needed. Providing accurate contact details helps prevent delays during review and processing.
Partner Notice Requirements After Filing
- Partners must be informed of the dissolution filing
After the Statement of Dissolution is filed, partners should be notified that the LLP is officially dissolved and winding up. Providing notice helps ensure all partners understand the partnership’s limited authority going forward.
- Notice helps limit authority and potential liability
Clear partner notice reduces the risk of unauthorized actions being taken in the LLP’s name after dissolution. It also supports limitations on partner authority under Minnesota law during the winding-up period.
- Internal records should document notice delivery
Maintaining written records of partner notice, such as meeting minutes or written communications, helps demonstrate proper internal compliance and can be useful if disputes arise during winding up.
Signature and Certification Requirements
- An authorized partner must sign the filing
The Statement of Dissolution must be signed by a partner or other individual authorized to act on behalf of the LLP under the partnership agreement or Minnesota law. Unauthorized signatures may result in rejection.
- Certification is made under penalty of perjury
By signing the form, the authorized individual certifies that the LLP has dissolved and is winding up in compliance with Minnesota law. This certification carries legal weight and requires careful review before submission.
- Signer must have proper authority
The individual signing should have documented authority within the LLP’s governance structure. This helps ensure the state can rely on the filing as an accurate representation of the partnership’s status.
Filing Fees and Submission Methods
- No filing fee is required
Minnesota does not charge a filing fee for submitting a Statement of Dissolution for an LLP, making it a cost-free statutory filing when submitted correctly.
- Electronic filing is available
The Statement of Dissolution may be filed electronically through the Minnesota Secretary of State’s online system, which typically provides faster confirmation and easier tracking.
- Paper filings must meet state formatting standards
If filing by paper is permitted, the form must be completed clearly and accurately. Illegible or incomplete submissions may delay processing or result in rejection.
Post-Filing Responsibilities and Ongoing Obligations
- Winding up must continue after filing
Filing the Statement of Dissolution does not end the LLP’s responsibilities. The partnership must continue winding up by resolving debts, completing contracts, and distributing remaining assets.
- Tax and reporting obligations may still apply
The LLP remains responsible for any final tax filings or reports required during the winding-up period, even after dissolution has been reported to the state.
- Cancellation filing is required to fully close the LLP
Once winding up is complete, the LLP must file a Cancellation of LLP Registration to fully terminate its existence and remove it from Minnesota’s active records.
Common Filing Mistakes to Avoid
- Filing before a valid dissolution event
Submitting the Statement of Dissolution before a legal dissolution has occurred is a common error that leads to rejection, as the form only reports an existing dissolution.
- Using an incorrect legal name
The LLP’s legal name must match state records exactly. Even minor discrepancies can prevent the Secretary of State from processing the filing.
- Missing or unauthorized signatures
Filings signed by individuals without proper authority or missing required certifications are frequently returned for correction.
Common Filing Mistakes to Avoid
- Confusing dissolution with cancellation
Many partnerships mistakenly believe filing a Statement of Dissolution ends the LLP’s existence. Failing to file a subsequent Cancellation can leave the LLP subject to ongoing compliance issues.
Conclusion
Filing a Minnesota LLP Statement of Dissolution is a required legal step once dissolution has occurred and winding up begins. While the filing itself is straightforward, accuracy is critical because the document is submitted under penalty of perjury and becomes part of the state’s official records.
If you want help completing your Minnesota LLP Statement of Dissolution correctly and on time, FastFile offers a clear and dependable filing process built for accuracy and speed.
FastFile collects only 10 simple questions, prepares your dissolution documents, reviews them against Minnesota requirements, and submits the filing on your behalf. Most filings are completed within about 24 hours, with flat-fee pricing starting from $90, so you know the cost upfront with no surprises.
With careful document review, consistent communication, and a structured workflow, FastFile helps partners move through dissolution confidently while avoiding common filing mistakes that can delay closure or create ongoing obligations.