Question 1

How much does it cost to form an LLC in Minnesota?

Accepted Answer

Minnesota law states that a limited liability company is formed when Articles of Organization are filed with the Secretary of State accompanied by a payment of $135.

Question 2

How do you form an LLC in Minnesota?

Accepted Answer

One or more organizers form a Minnesota LLC by signing and filing Articles of Organization with the Secretary of State. The articles must state the LLC's name, the street address of its initial registered office (and the name of its registered agent, if it has one), and the name and street address of each organizer. A filed record is effective when filed unless it specifies a later effective time or date (no more than 90 days after filing).

Question 3

What are the LLC name requirements in Minnesota?

Accepted Answer

The name must contain the words "limited liability company" or the abbreviation "LLC" (professional firms follow section 319B.05), may not contain "corporation" or "incorporated" or their abbreviations, may not imply a purpose other than a permitted purpose, must be in English letters or characters, and must be distinguishable on the Secretary of State's records from other entity names, unless a consent or other document listed in the statute is filed. A name can be reserved by filing an application with the Secretary of State; an available name is reserved for the applicant's exclusive use for one year, and the reservation can be transferred.

Question 4

Do you need a registered agent for an LLC in Minnesota?

Accepted Answer

A business entity must continuously maintain a registered office in Minnesota; if the registered office on record is not an actual office location or is solely a post office box, a new address with an actual office location must be provided. A Minnesota LLC may designate a registered agent in its formation document (a foreign LLC must designate one when registering). The agent may be a natural person residing in Minnesota, a domestic corporation or LLC, or a foreign corporation or LLC authorized to do business in Minnesota, and must keep a business office identical with the registered office. The office or agent is changed by filing a statement with the Secretary of State.

Question 5

Does an LLC have to file an annual report in Minnesota?

Accepted Answer

Beginning the calendar year after it files its Articles of Organization, a Minnesota LLC (and a foreign LLC) must file an annual renewal with the Secretary of State by December 31 of each calendar year. No fee is required to file the annual renewal. A domestic LLC that does not file its renewal is administratively terminated (a foreign LLC has its authority revoked); it may reinstate retroactively by filing a single annual renewal and paying a $25 fee.

Question 6

What state taxes does an LLC pay in Minnesota?

Accepted Answer

The Minnesota Department of Revenue says a business with a filing requirement is subject to the minimum fee if its Minnesota property, payroll, and sales or receipts total exceeds the minimum threshold, which is adjusted annually for inflation. The minimum fee does not apply to a single-member LLC that reports its income only on its member's individual income tax return (Form M1). An LLC filing as a partnership with two or more members is subject to the minimum fee if its Minnesota property, payroll, and sales or receipts exceed the threshold; the fee is determined on Form M3, Partnership Return.

Question 7

Is an operating agreement required in Minnesota?

Accepted Answer

Minnesota law defines an LLC's operating agreement as the agreement of all the members, including a sole member, whether or not called an operating agreement, and whether oral, in a record, implied, or any combination of these.

Question 8

How do you register a DBA in Minnesota?

Accepted Answer

A person transacting commercial business in Minnesota under a name that does not set forth the true name of every person interested in the business must file a certificate of assumed name with the Secretary of State before commencing business. After filing, the certificate must be published in a qualified newspaper in the county of the principal or registered office for two successive issues. The Secretary of State charges $30 for each filing for an assumed name, except the annual renewal, which has no fee; the certificate stays in effect as long as an annual renewal is filed each calendar year after the original filing.

Question 9

How do you get a sales tax permit in Minnesota?

Accepted Answer

It is against the law to make taxable retail sales or provide taxable services in Minnesota without being registered with the Minnesota Department of Revenue. Businesses register for a Minnesota tax ID number and a sales and use tax account online through the Department's e-Services, by phone, fax, or mail (Form ABR). After registering, the business receives a confirmation letter with its Minnesota tax ID number, which is used in place of a sales tax permit.

Question 10

How do you register a foreign LLC in Minnesota?

Accepted Answer

Before transacting business in Minnesota, a foreign LLC must obtain a certificate of authority by filing an application with the Secretary of State with a total fee of $185. The application states the company's name (and any alternate name), its home jurisdiction, a statement that it has complied with that jurisdiction's organizational laws, its principal place of business, and its Minnesota registered office and agent.

Question 11

How do you dissolve an LLC in Minnesota?

Accepted Answer

A dissolved Minnesota LLC must wind up its activities. In winding up, it may file with the Secretary of State a statement of dissolution stating its name and that it is dissolved, and a statement of termination stating its name and that it is terminated. A dissolved LLC may also publish notice of its dissolution in a newspaper to set a deadline for claims.

LLC filing fee	Minnesota law states that a limited liability company is formed when Articles of Organization are filed with the Secretary of State accompanied by a payment of $135. Source: Minn. Stat. 322C.0201, subd. 4
How to file	One or more organizers form a Minnesota LLC by signing and filing Articles of Organization with the Secretary of State. The articles must state the LLC's name, the street address of its initial registered office (and the name of its registered agent, if it has one), and the name and street address of each organizer. A filed record is effective when filed unless it specifies a later effective time or date (no more than 90 days after filing). Source: Minn. Stat. 322C.0201, 322C.0205
Name rules and reservation	The name must contain the words "limited liability company" or the abbreviation "LLC" (professional firms follow section 319B.05), may not contain "corporation" or "incorporated" or their abbreviations, may not imply a purpose other than a permitted purpose, must be in English letters or characters, and must be distinguishable on the Secretary of State's records from other entity names, unless a consent or other document listed in the statute is filed. A name can be reserved by filing an application with the Secretary of State; an available name is reserved for the applicant's exclusive use for one year, and the reservation can be transferred. Source: Minn. Stat. 322C.0108, 322C.0109
Registered agent	A business entity must continuously maintain a registered office in Minnesota; if the registered office on record is not an actual office location or is solely a post office box, a new address with an actual office location must be provided. A Minnesota LLC may designate a registered agent in its formation document (a foreign LLC must designate one when registering). The agent may be a natural person residing in Minnesota, a domestic corporation or LLC, or a foreign corporation or LLC authorized to do business in Minnesota, and must keep a business office identical with the registered office. The office or agent is changed by filing a statement with the Secretary of State. Source: Minn. Stat. 322C.0113, 322C.0114, 5.36
Operating agreement	Minnesota law defines an LLC's operating agreement as the agreement of all the members, including a sole member, whether or not called an operating agreement, and whether oral, in a record, implied, or any combination of these. The statute sections read do not say that an operating agreement must be filed with the state. Source: Minn. Stat. 322C.0102 (definition of "operating agreement")

Annual report	Beginning the calendar year after it files its Articles of Organization, a Minnesota LLC (and a foreign LLC) must file an annual renewal with the Secretary of State by December 31 of each calendar year. No fee is required to file the annual renewal. A domestic LLC that does not file its renewal is administratively terminated (a foreign LLC has its authority revoked); it may reinstate retroactively by filing a single annual renewal and paying a $25 fee. Source: Minn. Stat. 322C.0208, 322C.0705, 322C.0706
State franchise or minimum tax	The Minnesota Department of Revenue says a business with a filing requirement is subject to the minimum fee if its Minnesota property, payroll, and sales or receipts total exceeds the minimum threshold, which is adjusted annually for inflation. The minimum fee does not apply to a single-member LLC that reports its income only on its member's individual income tax return (Form M1). An LLC filing as a partnership with two or more members is subject to the minimum fee if its Minnesota property, payroll, and sales or receipts exceed the threshold; the fee is determined on Form M3, Partnership Return. The page read does not list the current threshold or fee amounts. Source: Minn. Department of Revenue, Minimum Fee
Sales tax permit	It is against the law to make taxable retail sales or provide taxable services in Minnesota without being registered with the Minnesota Department of Revenue. Businesses register for a Minnesota tax ID number and a sales and use tax account online through the Department's e-Services, by phone, fax, or mail (Form ABR). After registering, the business receives a confirmation letter with its Minnesota tax ID number, which is used in place of a sales tax permit. The booklet read does not state a registration fee. Source: Minn. Department of Revenue, Application for Business Registration Instruction Booklet (revised February 2024)
DBA / assumed name	A person transacting commercial business in Minnesota under a name that does not set forth the true name of every person interested in the business must file a certificate of assumed name with the Secretary of State before commencing business. After filing, the certificate must be published in a qualified newspaper in the county of the principal or registered office for two successive issues. The Secretary of State charges $30 for each filing for an assumed name, except the annual renewal, which has no fee; the certificate stays in effect as long as an annual renewal is filed each calendar year after the original filing. Source: Minn. Stat. 333.01, 333.02, 333.055

How to Start an LLC in Minnesota: Fees, Filings and Annual Requirements

Quick answers for Minnesota

Forming the LLC

Keeping the LLC in good standing

Out-of-state LLCs and closing

Where to get help in Minnesota

Starting an LLC & Small Business FAQ

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