Form an LLC in Minnesota

Filing Articles of Organization in Minnesota

Minnesota keeps the registered office mandatory and the registered agent optional. Minn. Stat. § 322C.0113 provides that "Every limited liability company shall have a registered office and may have a registered agent, in the manner prescribed by section 5.36." The Secretary of State charges two prices for the same formation document, $135 by mail and $155 in person or online, and calls the higher price expedited service. The filing that keeps the company on the register afterward costs nothing, and missing its December 31 date terminates the company without further notice.

Minn. Stat. § 322C.0201, subd. 1 states that "One or more persons may act as organizers to form a limited liability company by signing and filing with the secretary of state articles of organization." Subdivision 2 fixes the contents: the company name, complying with § 322C.0108; the street address of the initial registered office and, if the company has an agent for service of process, that agent's name at the registered office; and the name and street address of each organizer. The principal executive office address is not an articles item in Minnesota. It is collected later, on the annual renewal.

The Secretary of State's fillable Articles of Organization form, revision stamp LLCArticlesOfOrganizationRev.7/1/2025, asks on its face about farmland, since "Entities that own, lease, or have any financial interest in agricultural land or land capable of being farmed must register with the MN Dept. of Agriculture's Corporate Farm Program."

Fees and where the filing goes

Minn. Stat. § 322C.0201, subd. 4(a) states that a limited liability company "is formed when articles of organization have been filed with the secretary of state accompanied by a payment of $135." The Secretary of State's form prices that same filing at "$155 for expedited service in-person and online filings, $135 if by mail." Minn. Stat. § 5.14 accounts for the $20 gap, allowing "a surcharge of $20 on each transaction involving expedited service."

Online filings go through Business Filings Online, which the Secretary of State's renewal form gives as mblsportal.sos.mn.gov/business/search. Mail and counter filings go to the Minnesota Secretary of State, Business Services, 332 Minnesota Street, Suite N201, Saint Paul, MN 55101.

Minnesota name rules

Minn. Stat. § 322C.0108, subd. 1(2) allows two endings and no others: the name "must contain the words 'limited liability company,' or must contain the abbreviation 'LLC'." The same subdivision requires the name to be in English letters or characters, bars it from containing "the word 'corporation' or 'incorporated'" or the abbreviation of either, and bars any word indicating a purpose other than a permitted purpose.

The name must also be distinguishable on the Secretary of State's records from every domestic and foreign LLC, LLP, corporation and limited partnership on file, profit or nonprofit, and from reserved names. Three routes get past a conflicting name, each filed with the articles of organization: written consent from the holder of the other name; a certified copy of a final court decree establishing the applicant's prior right; or the applicant's affidavit stating three years of non-filing by the other holder, a certified-mail notice returned undeliverable, no telephone listing found after diligent inquiry, and no knowledge of current business activity.

Names are searched through Business Filings Online. A reservation costs $35 by mail and $55 in person or online, and Minn. Stat. § 322C.0109, subd. 1 holds the name "for the applicant's exclusive use for a one-year period."

Registered office and agent for service of process

Minn. Stat. § 5.36, subd. 1 requires a business entity to "continuously maintain a registered office in this state," which "need not be the same as the principal place of business in this state or the principal executive office of the corporation." An address that "is not an actual office location, or is solely a post office box" must be replaced with one that "includes an actual office location." The formation form puts it plainly: "A PO Box by itself is not acceptable."

The agent is a separate matter. The Secretary of State's instructions say "An Agent is not required," and the change form is blunter: "If you do not wish to designate an agent, you must list 'NONE' in this box." The exception is a company from elsewhere, since subd. 2 states that "A business entity formed under the laws of another jurisdiction must designate a registered agent when registering to do business in Minnesota."

Where an agent is named, subd. 2 limits the role to "a natural person residing in this state, a domestic corporation, or limited liability company, or a foreign corporation or foreign limited liability company authorized to transact business in this state," and requires that agent to "maintain a business office that is identical with the registered office." Subdivisions 2 and 3 list what the designation and the statement of change must contain, and neither list includes a signed consent from the agent. More on the role sits in the Minnesota registered agent guide.

Changing the office or the agent costs $35 by mail and $55 in person or online, and subd. 3 requires the change to be "authorized by resolution approved by the affirmative vote of a majority of the governing body of the business entity present." An agent resigns by filing a signed written notice, and under subd. 4 the appointment "terminates 30 days after the notice is filed with the secretary of state." If no agent is appointed or the agent cannot be found, Minn. Stat. § 322C.0116, subd. 2 makes the secretary of state "an agent of the company upon whom process, notice, or demand may be served."

The annual renewal

Minn. Stat. § 322C.0208(b) requires a domestic or foreign limited liability company to "file with the secretary of state by December 31 of each calendar year a renewal containing the items required by section 5.34," starting in the calendar year after the year the articles of organization were filed. The same paragraph states that "no fee is required to file an annual renewal." The form reports the file number, the business name, the registered office address and the agent's name if there is one, the principal executive office address, and the name and business address of the manager or other person exercising the principal functions of chief manager. Those last two items can be changed on the renewal itself; a name, registered office or agent change needs its own amendment form and fee filed alongside.

Minn. Stat. § 322C.0705 terminates a domestic limited liability company, or revokes a foreign company's authority, without further notice from the Secretary of State, and the section sets out no cure window. Minn. Stat. § 5.35 then has the Secretary of State automatically file a name reservation holding the terminated name for one year.

Reinstatement is retroactive and carries no deadline. Under Minn. Stat. § 322C.0706(b), filing the annual renewal "returns the limited liability company to active status as of the date of the administrative termination." The Secretary of State's current renewal form, revision stamp 7/1/2025, prices it: an entity dissolved for failure to file "may retroactively reinstate its existence by filing the current year's renewal and paying a $65 fee if submitted by mail, $85 for expedited service in-person and online filings." Minn. Stat. § 5.60, subd. 1 authorizes "a late penalty of up to $40, as business needs require," on such a filing, "in addition to any other fee or assessment provided by law." Closing a company down on purpose is covered in the Minnesota LLC dissolution guide.

Management and the operating agreement

Minn. Stat. § 322C.0407, subd. 1 makes a Minnesota LLC member-managed unless the operating agreement expressly provides that it "is or will be 'manager-managed' or 'board-managed'." Section 322C.0102 defines "Board" as "the board of governors, however designated, of a board-managed limited liability company" and "Governor" as "a member of the board."

The agreement itself need not be written. Section 322C.0102 defines an operating agreement as the agreement of all the members "whether oral, in a record, implied, or in any combination thereof," expressly including a sole member, and it is not filed with the Secretary of State. Minn. Stat. § 322C.0110, subd. 2 provides that where the agreement is silent, "this chapter governs the matter," and subd. 3 lists eleven things it may not do, among them eliminating the duty of loyalty or care. General drafting points sit in the operating agreement guide.

Minnesota taxes and licensing

The Minnesota Department of Revenue describes a Minnesota Tax ID Number as "a seven-digit number used to report and pay Minnesota business taxes," required to make taxable sales or leases, withhold Minnesota income tax from wages, or file a Minnesota partnership or S corporation return.

Minnesota charges a multi-member LLC at the entity level once it grows. The Department of Revenue states that "An LLC filing as a partnership with two or more members is subject to minimum fee if its Minnesota property, payroll, and sales or receipts total exceeds the minimum threshold," and that the fee "does not apply to a single-member LLC that reports its income and other information only on that member's Individual Income Tax Return (Form M1)." For 2026 the fee is $0 below $1,280,000 of combined Minnesota property, payroll and sales, then $260, $770, $2,560, $5,140 and $12,830 at the higher brackets. A partnership that must file federal Form 1065 files Form M3 and "pays the state minimum fee, if one is required."

An elective pass-through entity tax is open to LLCs taxed as an S corporation or partnership for tax years beginning after December 31, 2020 and before January 1, 2028. The election is made by the entity's extended due date, September 15, 2026 for calendar-year 2026 filers, and the department states that "We will not accept late-filed PTE elections." The state general sales tax rate is 6.875%, to which applicable local taxes are added; the Minnesota LLC tax guide goes further. State licenses are indexed at License Minnesota, mn.gov/elicense.

The Corporate Farm Program

Farmland pulls a Minnesota LLC into a second agency, since the Department of Agriculture states that "Minnesota Statute Section 500.24 requires" limited liability companies, among other entities, to "be certified by the Minnesota Department of Agriculture before engaging in farming or having an interest in agricultural land." A $15 fee applies to any of the filings, renewal forms are mailed each February, and the report "is due back to the Department by April 15th annually."

Other Minnesota filings

Amending the articles costs $35 by mail and $55 in person or online. A company organized elsewhere registers with a Certificate of Authority at $185 by mail and $205 in person or online, files the same $0 annual renewal, and pays $35 or $55 to withdraw, as the Minnesota foreign LLC guide explains.

Chapter 322C, which "may be cited as the 'Minnesota Revised Uniform Limited Liability Company Act'," also recognizes a nonprofit LLC under § 322C.1101, declared as such in the articles and closed to individuals, since "A natural person may not be a member of, or own any transferable interest in" one. Forming a corporation instead is covered in the Minnesota corporation guide.

EIN

An EIN is issued by the IRS rather than by any Minnesota agency, and it is separate from the seven-digit Minnesota Tax ID Number the Department of Revenue issues. The application steps are in the EIN guide.

Frequently asked questions

What does it cost to file Minnesota Articles of Organization?

$135 by mail and $155 in person or online. Minn. Stat. 322C.0201, subd. 4(a) sets the filing payment at $135, and Minn. Stat. 5.14 lets the Secretary of State add a $20 surcharge on a transaction involving expedited service. The form labels the $155 price as expedited service for in-person and online filings.

Does a Minnesota LLC have to appoint a registered agent?

Minn. Stat. 322C.0113 states that every limited liability company shall have a registered office and may have a registered agent. The Secretary of State's Articles of Organization form says an agent is not required, and the change form tells a filer who wants none to list NONE in the box. A company formed under the laws of another jurisdiction must designate a registered agent when it registers in Minnesota.

What must Minnesota Articles of Organization contain?

Minn. Stat. 322C.0201, subd. 2 requires the company name complying with section 322C.0108, the street address of the initial registered office plus the agent's name at that office if the company has an agent for service of process, and the name and street address of each organizer. The principal executive office address is reported on the annual renewal instead.

When is the Minnesota annual renewal due and what does it cost?

By December 31 of each calendar year, starting the calendar year after the articles of organization were filed. Minn. Stat. 322C.0208(b) states that no fee is required to file an annual renewal, and the Secretary of State's fee schedule lists the LLC annual renewal at $0.

What happens if a Minnesota LLC misses the December 31 renewal?

Minn. Stat. 322C.0705 terminates a domestic limited liability company, or revokes a foreign company's authority, without further notice from the Secretary of State. Filing the current year's renewal reinstates the company retroactively to the date of termination. The Secretary of State's renewal form prices reinstatement at $65 by mail and $85 in person or online.

Can a Minnesota LLC be run by a board instead of managers?

Yes. Minn. Stat. 322C.0407, subd. 1 makes a company member-managed unless the operating agreement expressly provides that it is manager-managed or board-managed. Minn. Stat. 322C.0102 defines the board as the board of governors of a board-managed limited liability company and a governor as a member of that board.