Minnesota Articles of Dissolution

Introduction

Key Things to Know

1. 1

   Minnesota Articles of Dissolution are the Secretary of State filing that ends a domestic for-profit business corporation, a stock corporation organized under Minnesota Statutes Chapter 302A. A corporation that has issued shares cannot file them alone; an Intent to Dissolve has to come first or travel with them. A Minnesota limited liability company and a nonprofit corporation each dissolve under a different chapter and a different form.

2. 2

   No Minnesota agency has to sign off. There is no tax clearance certificate, no Department of Revenue consent and no certificate of good standing anywhere in the path. Minnesota Statutes Section 5.26, subdivision 2(c) says a business entity that is not in good standing may still dissolve or terminate its existence, even while it is barred from filing anything else.

3. 3

   The order is fixed and the Secretary of State enforces it. The Articles of Dissolution form states that the corporation must have already filed, or must enclose with it, an Intent to Dissolve filing. A corporation that never issued shares is the exception: it uses a separate one-step form under Section 302A.711, signed by a majority of the incorporators or directors.

4. 4

   Each filing is $35.00 by mail, or $55.00 online or in person by appointment, which the Secretary of State treats as expedited service. Two filings mean paying twice, so the all-mail path runs $70 and the all-expedited path $110. The $35 figure traces to statute: Section 302A.011, subdivision 11 builds a $35 filing fee into the very definition of a document being filed with the Secretary of State.

5. 5

   Shareholder approval takes the affirmative vote of the holders of a majority of the voting power of all shares entitled to vote, not just a majority of those who turn up, so abstentions and absences count against you. Written notice goes to every shareholder whether or not entitled to vote, ten to sixty days ahead, and has to say that a purpose of the meeting is to consider dissolving the corporation.

6. 6

   Notice to creditors is optional, and the two paths have very different tails. Publishing once each week for four successive weeks in a legal newspaper, plus written notice to known creditors, closes claims 90 days out. Not publishing means waiting until all known claims are paid or provided for, or two years from the Intent to Dissolve filing date, whichever route you take.

7. 7

   Filing the Articles of Dissolution does not retire every risk. For one year afterward a creditor who shows good cause for missing the deadline can ask a court to allow a claim against undistributed assets, or against shareholders up to what each actually received. Statutory homeowner warranty claims under Section 327A.02 and claims for injury to a person, including death, are not affected by dissolution at all.

Minnesota Requirements for Articles of Dissolution

• No Tax Clearance and No Department of Revenue Consent

  Minnesota requires no tax clearance certificate, no Department of Revenue consent and no certificate of good standing before the Secretary of State will accept either dissolution filing. The entire dissolution article, Minnesota Statutes Sections 302A.701 to 302A.791, contains no such term, and none of the three Secretary of State dissolution forms mentions tax. Minnesota does have a tax clearance statute, Section 270C.72, but it gates licenses for a profession, occupation, trade or business, not Secretary of State filings.

• Being Out of Good Standing Does Not Block a Dissolution

  Minnesota Statutes Section 5.26, subdivision 2(c) provides that a business entity that is not in good standing may participate in a merger it does not survive, or may dissolve or terminate its existence, while in the same breath barring it from amending its organizing document or filing other documents. So a delinquent Minnesota corporation is expressly permitted to dissolve without first curing its status.

• Step One: File the Intent to Dissolve First

  Once shareholders approve, Minnesota Statutes Section 302A.723, subdivision 1 requires the corporation to file a notice of intent to dissolve giving the corporate name, the date and place of the approving meeting, and a statement that the requisite vote was received or the requisite shareholders signed a written action. The Secretary of State form is titled Intent to Dissolve. Filing it does not dissolve the corporation; it stops the corporation from carrying on business except as needed to wind up. Minnesota publishes no form number for it.

• Step Two: Articles of Dissolution and the Route Election

  There is one Articles of Dissolution form for a corporation that has issued shares, and item 3 makes you elect which route you took: Section 302A.7291 for a corporation that did not give notice to creditors and claimants, or Section 302A.727 for one that did, in which case you must also write in the last date notice was given. The form states that the corporation must have already filed, or must enclose, an Intent to Dissolve filing. A corporation that never issued shares uses a separate one-step form under Section 302A.711.

• Fee Is Per Filing: $35 by Mail, $55 Expedited

  The Secretary of State fee schedule lists both Dissolution and Intent to Dissolve at $35.00 by mail, $55.00 online and $55.00 in person by appointment, with online and in person treated as expedited service. Two filings mean paying twice: $70 all by mail, $110 all expedited. The base figure is statutory, since Section 302A.011, subdivision 11 builds a $35 filing fee into the definition of a document being filed with the Secretary of State. A certified copy costs a further $5 and a plain copy $3 under Section 5.12.

• Majority of the Voting Power of All Shares, Not Just Those Present

  Minnesota Statutes Section 302A.721, subdivision 2 requires the affirmative vote of the holders of a majority of the voting power of all shares entitled to vote, measured against every outstanding voting share rather than against the shares present. Written notice must reach each shareholder whether or not entitled to vote, at least ten and not more than sixty days before the meeting, and must state that a purpose of the meeting is to consider dissolving the corporation. Written action instead of a meeting needs all shareholders entitled to vote unless the articles of a corporation that is not publicly held permit less.

• Creditor Notice Is Elective: 90 Days Versus Two Years

  Section 302A.727, subdivision 1 says the corporation may give notice to creditors and claimants. If it does, notice must be published once each week for four successive weeks in a legal newspaper in the county or counties of the registered office and the principal executive office, and written notice must go to known creditors, with claims due by the later of 90 days after publication or 90 days after written notice. The corporation then has 30 days to accept or reject each claim, and a claim not expressly rejected is deemed accepted. Decline to publish and Section 302A.7291 requires either paying or providing for all known claims, or waiting two years from the Intent to Dissolve filing date.

• Claims Can Reopen for a Year, and Some Never Close

  For one year after the Articles of Dissolution are filed, Section 302A.781, subdivision 2 lets a creditor who shows good cause for not having filed earlier ask a Minnesota court to allow a claim against undistributed assets, or against shareholders limited to what each actually received. Subdivisions 4 and 5 go further: statutory homeowner warranty claims under Section 327A.02 and all other statutory and common law rights of people bringing claims of injury to a person, including death, are not affected by dissolution at all. Letting the state administratively dissolve the corporation instead forfeits these Section 302A.781 protections entirely.