What happens if your Minnesota LLC misses its annual renewal, and how to reinstate it
Minnesota’s own word for it: “Administratively terminated”. Time limit to get back: None stated. Tax clearance: No.
Checked against the Minnesota Secretary of State, September 2026.
- What Minnesota calls it
- “Administratively terminated”
- Tax clearance
- No
- Time limit to get back
- None stated
How it unfolds in Minnesota
- MissedAnnual renewal
- Status“Administratively terminated”
- The way backAnnual renewal with the reinstatement option (online)
Minnesota Secretary of State
What does Minnesota call a company that missed its filings?
“Administratively terminated” (Minn. Stat. 322C.0705); the Secretary of State issues a “certificate of administrative termination”. The Secretary of State’s reinstatement page uses the general phrase “statutorily dissolved” (“no longer be recognized as existing in Minnesota”) for all entity types, and its records list terminated entities as inactive.
What triggers it in Minnesota?
Failure to file the annual renewal with the Secretary of State by December 31 of each calendar year (starting the year after formation). Missing the renewal alone results in administrative termination.
Before it happens
No cure period stated. The Secretary of State “may” send an annual notice that the renewal is due and that failure to file will result in administrative termination; an LLC that has not filed a renewal is administratively terminated.
How do you reinstate a Minnesota LLC?
File a single annual renewal plus a reinstatement fee set by statute. Online: log in to the Secretary of State’s Business Filings Online, search the entity with status set to “Inactive”, open Details, click “File Amendment/Renewal”, and choose “Reinstatement”.
Where to file
Minnesota Secretary of State, Business Services.
Missed filings and fees
No. Only a single (current) annual renewal is required, not one for each missed year.
Is there a deadline to reinstate a Minnesota LLC?
No statutory limit stated.
Do you need tax clearance in Minnesota?
No
Not required: 322C.0706 requires only a single annual renewal and the fee, and the Secretary of State’s instructions mention no tax clearance.
What happens to the company name meanwhile?
Not protected. The Secretary of State says an entity may be retroactively reinstated “as long as the name is still available”.
What changes once it is fixed?
Retroactive: filing the renewal returns the LLC to active status as of the date of administrative termination, validates contracts and acts within the articles’ authority (the LLC is liable for them), and restores assets and rights held before termination, except as affected by acts after termination or assets sold or distributed after that time.
What changes for corporations in Minnesota?
Business corporations (Minn. Stat. 302A.821) use the term “administrative dissolution” (certificate of administrative dissolution) rather than “termination”, for the same trigger (no annual renewal filed during a calendar year). Reinstatement is the same in substance: file a renewal and pay the fee, returning the corporation to good standing as of the dissolution date. A corporation dissolved this way does not get the benefits of section 302A.781, and shareholder liability is determined under section 302A.557.
What should you file first?
There is no separate tax clearance step for a Minnesota LLC, so the filing comes first, with the missed filings and fees described above.
The filing
Annual renewal with the reinstatement option (online)
Where it goes
Minnesota Secretary of State, Business Services.
What does Minnesota ask you to file, so it does not happen again?
| Obligation | Form | Due | If late |
|---|---|---|---|
| LLC formation | Articles of Organization (Minnesota Statutes, Chapter 322C) | At formation | N/A |
| Annual renewal | Annual Renewal (filed online, by mail or in person with the Secretary of State) | December 31 each year — you can renew at any time during the calendar year | Miss it and the business is administratively dissolved and no longer considered active in Minnesota; reinstatement is required to bring it back |
| Change of registered office or registered agent | Notice of Change of Registered Office/Registered Agent (Minnesota Statutes, Chapter 5.36) | When the office address or agent changes | N/A |
From the same Minnesota record as the Minnesota registered agent page. State fees change; we confirm current amounts with you before anything is filed.
Put every recurring Minnesota deadline in your calendar with the compliance calendar, or see what Minnesota requires of your registered agent.
Which Minnesota laws govern it?
Minn. Stat. 322C.0208 (annual renewal), 322C.0705 (administrative termination), 322C.0706 (reinstatement); renewal contents in Minn. Stat. 5.34.
Sources, checked September 2026:
- Minnesota Office of the Revisor of Statutes— Minn. Stat. 322C.0208, 322C.0705, 322C.0706, 5.34
- Minnesota Office of the Revisor of Statutes— Minn. Stat. 322C.0705(a)
- Minnesota Office of the Revisor of Statutes— Minn. Stat. 322C.0208(b), 322C.0705(a)
- Minnesota Office of the Revisor of Statutes— Minn. Stat. 322C.0208(a), 322C.0705(a)
- Minnesota Secretary of State, Business Services— Minn. Stat. 322C.0706(a); SOS ‘How to reinstate your business filing’
- Minnesota Secretary of State, Business Services— SOS ‘How to reinstate your business filing’
- Minnesota Office of the Revisor of Statutes— Minn. Stat. 322C.0706(a)
- Minnesota Office of the Revisor of Statutes— Minn. Stat. 322C.0706(a); SOS ‘How to reinstate your business filing’
- Minnesota Office of the Revisor of Statutes— Minn. Stat. 322C.0706
- Minnesota Office of the Revisor of Statutes— Minn. Stat. 322C.0706(b)
- Minnesota Office of the Revisor of Statutes— Minn. Stat. 302A.821, subd. 4
Checked against the Minnesota Secretary of State and the statutes above · Last checked September 2026. Not legal advice: the filing office has the final word on your entity.
Minnesota
Behind on a Minnesota filing?
Send us the entity and any notice you received. A compliance check shows where it stands with the Minnesota Secretary of State, and state fees are confirmed with you before anything is filed.