How to Form an LLC in Minnesota
Minnesota Secretary of State—Business, Non-Profit & UCC
60 Empire Drive—Suite 100
Saint Paul, MN 55103-1891
Statutory Authority: Minnesota Limited Liability Company Act — Minn. Stat. § 322B (2012)
Minnesota LLC General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Organization.”
3. Prepare a Letter of Transmittal.
4. Submit the completed documents, a photocopy of each, and filing fees to the Minnesota Secretary of State.
Minnesota Articles of Organization
The following information is legally necessary and sufficient to form a limited liability company in Minnesota:
1. Company name
2. Registered agent name and address
4. Name, address, and signature of each organizer
6. Email address for official notices
7. Contact name and daytime telephone
Minnesota LLC Fee Schedule
Name Reservation: $35.00 by mail, $55.00 online
Articles of Organization: $135 by mail, $155.00 online or in person
Certificate of Authority to Transact Business: $185.00 by mail, $205.00 online or in person
Expedited Service: In person $155.00
Certified Copy: $8.00
Annual Business Renewal: No fee
Articles of Dissolution: $35.00 by mail, $55.00 online or in person
Your company name must end with a limited liability company designator. In Minnesota the specific limited liability company designators are: “Limited Liability Company” “L.L.C.” “LLC”
Conduct an entity name search on the Minnesota Secretary of State website to confirm the availability of your company name.
If the name you want is available you can reserve it for 12 months by filing a “Name Reservation” and paying a name reservation fee of $35.00. NOTE: Reserving your company name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
Minnesota requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Minnesota resident or active Minnesota business entity that has a Minnesota street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Minnesota resident and have a Minnesota street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form a Minnesota limited liability company. Nevertheless, Minnesota permits you to add other provisions to your Articles of Organization as an attachment.
The most common optional provisions are the following:
☐ Management of a limited liability company by designated managers
☐ Appointment of managers by a designated member or group
☐ Indemnification of members
☐ Indemnification of managers
☐ Right to admit new members
☐ Right to continue upon dissolution of dissociation
Post Formation and Ongoing Compliance
1. Draft and adopt an operating agreement.
2. Obtain a federal employer identification number by completing IRS Form SS-4.
3. If electing alternative tax entity filing status complete IRS Form 8832.
4. Open company bank account.
5. Create and maintain company records book.
6. File an Annual Business Renewal.
Registering as a Foreign Entity
1. Complete the “Certificate of Authority to Transact Business in Minnesota.”
2. Submit the completed document, along with the filing fees, to the Minnesota Secretary of State.
Dissolving a Minnesota LLC
1. If your company has not yet accepted contributions, complete the “Articles of Dissolution and Termination.”
2. If your company has accepted contributions, you must first file “Notice of Dissolution. Once this task is done, you can complete the “Articles of Termination.”
3. Submit the appropriate documents, along with the filing fees, to the Minnesota Secretary of State.