ADMINISTRATIVE DISSOLUTION OF MINNESOTA ENTITIES
In 2007, the Minnesota Legislature amended the Minnesota Business Corporation Act to change the penalty and reinstatement requirements for Minnesota Corporations that fail to file their annual registrations with the Minnesota Secretary of State. This amendment, which became effective January 1, 2008, requires the Secretary of State to administratively dissolve any corporation that has failed to file its registration during any calendar year. Prior to this amendment, a corporation would not be administratively dissolved until it had failed to file in two consecutive years. The Secretary of State was then required to send the corporation a notice informing it of the dissolution and describing the process for reinstatement. Prior to 2005, the Secretary of State sent a notice before administratively dissolving a corporation. Under the current statute, no notice or warning of administrative dissolution is sent. As a result of the amendment, many companies have failed to meet their filing requirements. The Secretary of State administratively dissolved more than 46,000 entities this past January alone.
While the amendment only applies to corporations, all Minnesota business entities should be vigilant to ensure their filing practices comply with current requirements applicable to their entity. Below you will find filing requirements for Minnesota corporations, nonprofit corporations, limited partnerships and limited liability companies, as well as directions on how to check your entity’s filing status and where to file your annual registration and/or reinstatement.
Corporations
A corporation must file a registration with the Secretary of State by December 31st of each calendar year. A corporation that fails to file its registration during any calendar year will be administratively dissolved. No notice of dissolution will be sent. These corporations must file an annual registration – reinstatement, as described below, along with a $25 fee in order to be reinstated.
Nonprofit Corporations
A nonprofit corporation must file a registration with the Secretary of State by December 31st of each calendar year. A nonprofit corporation that fails to file its registration during any calendar will be involuntary dissolved. No notice of dissolution will be sent. These nonprofit corporations must file an annual registration – reinstatement, as described below, in order to be reinstated.
Limited Partnerships
A limited partnership must file a registration with the Secretary of State by December 31st of each calendar year. A domestic limited partnership that fails to file its registration during any calendar year will be administratively dissolved and a foreign limited partnership that fails to file its registration will have its certificate of authority revoked. No notice of dissolution or revocation will be sent. These limited partnerships must file an annual registration – reinstatement, as described below, along with a $25 fee in order to have their existence or certificate of authority reinstated.
Limited Liability Companies
A limited liability company must file a registration with the Secretary of State by December 31st of each calendar year. A domestic LLC that fails to file its registration will be administratively terminated and a foreign LLC that fails to file its registration will have its authority to do business in Minnesota revoked. No notice of dissolution or revocation will be sent. These LLCs must file an annual registration – reinstatement, as described below, along with a $25 fee in order to have their existence or authority to do business reinstated.
Checking your Entity Status and Filing an Annual Renewal or Reinstatement
The first step in ensuring that your company or nonprofit is up-to-date with its filings is to check your entity’s filing status and date of last annual filing on the Secretary of State’s website. An “Entity Status” of “Active” and “Good Standing” of “2009” means that your entity has already filed in 2009 and will not have to do so again until 2010. An “Entity Status” of “Active” but a “Good Standing” of “2008” means that you will need to file an annual renewal prior to December 31, 2009 to avoid being administratively dissolved/terminated. An “Entity Status” of “Inactive” means that your entity must file an annual – reinstatement, along with the required fees, in order to be reinstated and brought back into good standing.
A company or nonprofit can file its annual renewal prior to the end of each calendar year online for free.
A company or nonprofit that has missed its annual filing and is inactive should file an annual – reinstatement via express service. In addition to the fees described above for each entity, there is a $10 fee for the express service.
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