Minnesota Checklist - Sale of a Business

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Multi-State
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US-04096BG
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The sale of any ongoing business, even a sole proprietorship, can be a complicated transaction. The buyer and seller (and their attorneys) must consider the law of contracts, taxation, real estate, corporations, securities, and antitrust in many situations. Depending on the nature of the business sold, statutes and regulations concerning the issuance and transfer of permits, licenses, and/or franchises should be consulted. If a license or franchise is important to the business, the buyer generally would want to make the sales agreement contingent on such approval. Sometimes, the buyer will assume certain debts, liabilities, or obligations of the seller. In such a sale, it is vital that the buyer know exactly what debts he/she is assuming.
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FAQ

To dissolve your Minnesota corporation after it has issued shares, you must first file the Intent to Dissolve form with the Minnesota Secretary of State (SOS). Then the corporation will file the Articles of Dissolution Chapter 302A. 7291 or 302A. 727.

State of Minnesota Business LicensingThe main state-level permit or license in Minnesota is the seller's permit. You must obtain a seller's permit if you: Are engaged in business in Minnesota. Intend to sell or lease goods or services that would ordinarily be subject to sales tax if sold at retail.

You can find information on any corporation or business entity in Minnesota or another state by performing a search on the Secretary of State website of the state or territory where that corporation is registered.

In Minnesota, you must first file a Statement of Dissolution stating that you are in the process of winding up your business. Then, once you wind up your LLC, you must file the Statement of Termination. Minnesota requires business owners to submit their Statement of Termination by mail, online, or in-person.

Less...Hold a Board of Directors meeting and record a resolution to Dissolve the Minnesota Corporation.Hold a Shareholder meeting to approve Dissolution of the Minnesota Corporation.File a Intent to Dissolve with the MN Secretary of State.File all required Annual Business Renewals with the Minnesota Secretary of State.More items...

How to search business filingsGo to the Business Filings Online page to get started.Search by Business Name: type the Business Name in the search box, click SearchSearch by File Number: click File Number (above the search box), enter the file number, and click SearchMore items...

Dissolution is the first step in the termination process is to dissolve the LLC. Although some people confuse dissolution and termination, dissolution does not terminate an LLC's existence. What it does is change the purpose of its existence.

How to close a corporation: 6 stepsStep 1: Hold a board meeting.Step 2: File articles of dissolution.Step 3: Review labor laws.Step 4: File tax forms.Step 5: Close accounts, cancel licenses and remit final payments.Step 6: Liquidate or distribute assets.

To dissolve an LLC in Minnesota, simply follow these three steps: Follow the Operating Agreement. Close Your Business Tax Accounts....Step 1: Follow Your Minnesota LLC Operating Agreement.Step 2: Close Your Business Tax Accounts.Step 3: File Articles of Dissolution.

Go to the Business Filings Online page to get started. Search by Business Name: type the Business Name in the search box, click Search Search by File Number: click File Number (above the search box), enter the file number, and click Search

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Minnesota Checklist - Sale of a Business