
Are you ready to stop doing business with your Minnesota corporation, but you’re not sure how the official dissolution process works?
The state of Minnesota requires corporations to file documentation of a dissolution, which can differ depending on a couple of key factors. What are these factors, and what does the dissolution process include? In this guide to dissolving a Minnesota corporation, we’ll break down all the relevant details.
If at any point you need help, you can use a service like Incfile or Northwest Registered Agent to handle the process for you.

Guru Tip: Most company formation services are also able to dissolve your entity for a small fee. They’ll take care of the paperwork so you can move on. Two popular options are LegalZoom and Incfile.
What Does It Mean to Dissolve a Corporation?
In any state, there is a series of steps that needs to be followed in order to properly dissolve a corporation. While this process does vary some from state to state, for the most part it’s necessary to follow this basic plan (unless your corporation has not yet issued shares or started doing business, which we’ll get to shortly):
- Hold a board of directors meeting and formally move to dissolve your corporation. The resolution to dissolve must be agreed upon by a majority of the corporation’s directors. Depending on your corporation’s structure, you may then need to take the vote to your shareholders. Either way, it’s important to take detailed records of this process for your corporate record.
- File the Notice of Intent to Dissolve (only for corporations that have issued shares), followed by the Articles of Dissolution (all corporations) with the Minnesota Secretary of State.
- Fulfill all tax obligations with the state of Minnesota, as well as with the IRS.
- Cancel any relevant licenses and permits, along with closing your business bank account.
- Notify customers, vendors, and creditors of your dissolution.
Most of these steps are fairly self-explanatory, but where many corporation owners run into some confusion is when it comes to the Articles of Dissolution. With that in mind, let’s dive into the details of this step.
How to Dissolve a Minnesota Corporation by the Board of Directors
Most corporations must be dissolved by the board of directors, and we discussed the necessity of holding a meeting to reach this resolution in the previous section.
If your corporation has already issued shares, you will first need to file the Notice of Intent to Dissolve with the Secretary of State. This form requires the following information:
- Name of corporation
- Affirmation of dissolution authorization by the shareholders
- Date and place of shareholders meeting OR date of written action of intent to dissolve
- Signature of authorized person or agent
- Contact information (name, email address, and phone number)
After filing the Notice of Intent to Dissolve, you must file the Articles of Dissolution with the Secretary of State. You will need to provide the following information for the Articles of Dissolution:
- Name of corporation
- Affirmation that ONE of the following is true:
- “Articles of Dissolution are being filed pursuant to Minnesota Statutes, section 302A.7291 for corporations that have NOT given notice to creditors and claimants”
- “Articles of Dissolution are being filed pursuant to Minnesota Statutes, section 302A.727 for corporations that have given notice to creditors and claimants” (must include the last date on which notice was given)
- Signature of authorized person or agent
- Contact information
Both of these forms can be filed online, in person, or by mail. Filing online or in person incurs a filing fee of $55, while filing by mail incurs a $35 filing fee. You will need to pay a separate fee for each filing. Whether you choose to hand-deliver your documents or file them by mail, you can send the documents and a check made payable to the “MN Secretary of State” to the following address:
Minnesota Secretary of State – Business Services
Retirement Systems of Minnesota Building
60 Empire Drive, Suite 100
St Paul, MN 55103
There will be different wait times depending on how you choose to file. Mail filings generally take about a week to be processed, while online filings take one business day. If you deliver your documents in person, the Secretary of State can process your dissolution while you wait.
How to Dissolve a Minnesota Corporation by the Incorporators
Sometimes, entrepreneurs need to dissolve their corporation before shares are issued or any business is transacted. In this situation, the incorporator will need to take responsibility for dissolving the corporation.
If your corporation has not issued shares yet, the dissolution process is a little different. You are not required to file the Notice of Intent to Dissolve, but you must file a slightly different version of the Articles of Dissolution. This version requires the following information:
- Name of corporation
- Date of incorporation
- Affirmation that no shares have been issued
- Affirmation that “all consideration received from subscribers for shares to be issued, less expenses incurred in the organization of the corporation, have been returned to the subscribers”
- Affirmation that no debts remain unpaid
- Affirmation that the “amendment has been approved pursuant to Minnesota Statutes, Chapter 302A”
- Signature(s) of a majority of the incorporators, directors, or an authorized agent
- Contact information (name, email address, and phone number)
This form must be accompanied by payment of $55 (for online or in person filings) or $35 (for mail filings). Checks should be payable to the “MN Secretary of State.” Once all of the information is provided, you can either submit the forms and payment online, or drop off/mail them to the following address:
Minnesota Secretary of State – Business Services
Retirement Systems of Minnesota Building
60 Empire Drive, Suite 100
St Paul, MN 55103
You can expect the following processing times: 5-7 business days (by mail), 1 business day (online), or same day (in person delivery).
What Else Do I Need to Know About Dissolving a Corporation in Minnesota?
You will lose the rights to your business name as soon as the Minnesota Secretary of State processes your dissolution, so you should only dissolve your corporation if you have no intention of conducting business under the same name in the future. However, if the Secretary of State initiates an administrative dissolution, your name will be reserved for a period of one year.
Administrative dissolutions can occur if your business does not file its annual renewal with the Secretary of State by the due date. The reinstatement process differs for foreign and domestic corporations following an administrative dissolution. Foreign corporations will need to file the Foreign Corporation Reinstatement to Transact Business in Minnesota form (and pay the $300 filing fee), file any delinquent annual reports, submit the annual registration for the year of reinstatement, and pay any associated fees. Domestic corporations simply need to file the annual renewal and pay a $25 fee.
Conclusion
While the process for dissolution is relatively straightforward in Minnesota, the process is markedly easier for corporations that have not yet issued shares.
Either way, it’s crucial that you complete each step discussed in this guide accurately, because you certainly don’t want to run into any issues with the dissolution process.
We hope this guide helped you answer any questions you might have had about dissolving a Minnesota corporation!