LLC Administrative Dissolution and Involuntary Termination in Minnesota

At a glance

Requirements one by one

Renewal and termination

Minn. Stat. § 322C.0208(b) requires a domestic LLC to file an annual renewal by December 31, first in the calendar year after it files its articles. No fee is required for that on-time renewal. Subsection (a) lets the Secretary send a reminder that explains the consequence of failing to file, but it uses “may.”

Section 322C.0705(a) says a domestic LLC that has not filed a renewal is administratively terminated. The Secretary must issue and file a certificate of administrative termination and make the terminated LLC names available electronically. The text does not prescribe a separate warning-and-cure period before termination. It does not identify a specific effective hour in the certificate provision.

Return to status

Under § 322C.0706(a), a terminated LLC may retroactively reinstate by filing one annual renewal and paying the $25 statutory fee. Minn. Stat. § 5.60 also authorizes a discretionary late-renewal penalty of up to $40 in addition to that fee. For a domestic LLC, subsection (b) restores active status as of termination, validates contracts or acts within the articles' authority, and restores assets and rights previously held, except insofar as later acts affected, sold, or distributed them.

What trips people up

The one-year automatic name reservation under Minn. Stat. § 5.35 starts on the termination date. Reinstatement under § 322C.0706 restores status retroactively, but the statute's asset-and-rights exception means the name reservation and restoration provisions should be read separately.

Common questions

Does the Secretary have to mail a warning first? Section 322C.0208(a) permits an annual reminder. Section 322C.0705(a) requires a termination certificate and electronic names list when a domestic LLC has not renewed.

Must every missed year be filed to reinstate? Section 322C.0706(a) specifies a single annual renewal for the statutory retroactive reinstatement route.

Statutes and sources

• Minn. Stat. § 322C.0208 — “(a) The secretary of state may send annually to each limited liability company, using the information provided by the limited liability company and foreign limited liability company pursuant to section 5.002 or 5.34 or the articles of organization, a notice announcing the need to file the annual renewal and informing the limited liability company that the annual renewal may be filed online and that paper filings may also be made, and informing the limited liability company that failing to file the annual renewal will result in an administrative termination of the limited liability company or the revocation of the authority of the limited liability company and foreign limited liability company to do business in Minnesota.” Official text (accessed 2026-09-26).
• Minn. Stat. § 322C.0705 — “(a) A domestic limited liability company that has not filed a renewal pursuant to this section is administratively terminated. The secretary of state shall issue a certificate of administrative termination which must be filed in the Office of the Secretary of State. The secretary of state must also make available in an electronic format the names of the terminated limited liability companies.” Official text (accessed 2026-09-26).
• Minn. Stat. § 322C.0706 — “(a) If a limited liability company is administratively terminated or has its authority to do business in Minnesota revoked, or if a company governed by chapter 322B was administratively terminated pursuant to section 322B.960 prior to January 1, 2018, it may retroactively reinstate its existence or authority to do business by filing a single annual renewal and paying a $25 fee.” Official text (accessed 2026-09-26).
• Minn. Stat. § 5.35 — “Upon the dissolution or termination of the filing of any business entity or assumed name for failure to file the annual renewal, the secretary of state shall automatically file a name reservation to hold that name on behalf of the dissolved or terminated entity for a period of one year from the date of the dissolution or termination.” Official text (accessed 2026-09-26).
• Minn. Stat. § 5.60 — “The secretary of state may require a person to pay a late penalty of up to $40, as business needs require, when filing for renewal or reinstatement of a business entity that the secretary of state has dissolved, terminated, or revoked due to failure to file an annual renewal, or a business entity for which the secretary of state has canceled a certificate of authority. The secretary of state must deposit all late penalty revenue in the account created under subdivision 2. The late penalty is in addition to any other fee or assessment provided by law.” Official text (accessed 2026-09-26).