How to Dissolve a Minnesota Corporation in 2023

The Basics of Dissolving a Minnesota Corporation

In general, every dissolution follows the same basic structure, with 5 basic steps. There are, of course, a lot more “nuts and bolts” to the process (read more about them here), but for now, let’s get a bird’s eye view:

• Vote to dissolve the corporation: Corporations are not solo endeavors, and ending them isn’t one individual’s call. First, your board will need to convene and vote on a motion to dissolve the corporation. After that, some corporations will need to have their shareholders vote for the dissolution as well (depending on the corporation’s bylaws).
• File the dissolution paperwork: Once your corporation’s members have decided to dissolve, you’ll reach out to the Minnesota Secretary of State and fill out the appropriate Articles of Dissolution.
• Fulfill your tax obligations: Your corporation will need to pay any taxes due to the IRS and the Minnesota Department of Revenue. This can be a multi-step process as you liquidate assets and pay any creditors.
• Cancel licenses and close accounts: If your corporation maintains any licenses or permits, this is the time to cancel them so you aren’t charged renewal fees. You should also close down accounts with vendors and your bank (once your financial affairs are settled).
• Notify your stakeholders: A dissolving corporation must settle any financial debts, liquidate its assets, and distribute the appropriate funds to its shareholders. Stakeholders must be notified so they can lay claim to their share in a timely fashion.

That’s the gist of dissolving a Minnesota corporation. But before you can truly start the process, you’ll need to answer one important question.

Who’s Dissolving the Minnesota Corporation?

Two key groups can dissolve a corporation: the original incorporators and the initial board of directors or the board of directors with shareholders approval. The group initiating the discussion affects how you file with the Secretary of State. So let’s talk about each.

Dissolving a Minnesota corporation by the incorporators or initial board of directors

In some cases, a Minnesota corporation might decide to dissolve before they really get things up and running. More specifically, if the corporation hasn’t issued stock or conducted any business yet, then the incorporators or initial directors will be the ones who vote to dissolve the corporation.

Once the dissolution vote passes, the corporation can file Articles of Dissolution form. Here’s the information required to complete this document:

• Name of the corporation
• Date of original incorporation
• Confirmation that:
  • No shares have been issued
  • All debts are paid
  • The dissolution vote was approved according to state law
• Name, signature, and title of an authorized officer
• Email address for official notices
• Name and phone number for a contact person

You can also file this form online if you wish; keep in mind that filing online adds an extra $20 to the $35 base filing fee. Minnesota usually processes this paperwork within 5 business days of receipt.

Dissolving a Minnesota corporation by the shareholders

In a corporation that has issued shares, the dissolution process looks a bit different. In most cases, the board votes for a motion to dissolve the corporation. Then that vote is brought before the shareholders for approval.

Your first paperwork step is to file the Notice of Intent to Dissolve. You must file this form before or simultaneously with the filing of the Articles of Dissolution. Here’s the information required to complete the notice:

• Name of the corporation
• Description of how the dissolution was approved
• Name and signature of authorized officer
• Email address for official notices
• Name and daytime phone number for a contact person

You can also file this form online if you wish; keep in mind that filing online adds an extra $20 to the $35 base filing fee.

After that, you’ll need to file the Articles of Dissolution form. Here’s the information required for this document:

• Name of the corporation
• Confirmation that the corporation is being dissolved under one of two state statutes
• Name and signature of authorized officer
• Email address for official notices
• Name and daytime phone number for a contact person

Like the Notice, you can also file this form online if you wish; just don’t forget that filing online adds an extra $20 to the $35 base filing fee.

All told, the paperwork steps for dissolving a corporation are pretty similar; it’s primarily a matter of filing the proper form.

What About Administrative Dissolutions?

Sometimes, the state of Minnesota may force a corporation to dissolve against its will. Usually, this happens because a corporation hasn’t filed its annual report, paid its taxes, maintained its registered agent, renewed appropriate licensure, or some other clerical error. A corporation may also be dissolved for any activities that are ruled fraudulent or otherwise harmful to the public.

In most cases, these corporations can be restored and resume business. The process can be quite a hassle, but it is manageable. First, a corporation must resolve whatever issue caused its dissolution. A corporation with defunct annual reports, for example, would need to submit the reports and pay any missing fees (plus late fees).

Domestic corporations can easily get reinstated by filing any delinquent reports and then filing the annual renewal and paying a $25 fee. Meanwhile foreign corporations have to file the Reinstatement to Transact Business in Minnesota form and pay a $300 fee.

It’s far easier to avoid dissolution entirely; remain compliant with your corporation, and you can skip this step completely.