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  • Start your business
    • Start an LLC
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    • Foreign Qualification
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LLC Register

Start a Free LLC in Minnesota

LLC Register forms your free Minnesota LLC, serves as your Minnesota registered agent and keeps your LLC in good standing. Minnesota charges $135 to file the Articles of Organization with the Minnesota Secretary of State.

Start Minnesota LLCSee the full cost
LLC Register

Minnesota LLC

Minnesota LLC Formation
Free
Minnesota LLC Name Search
Free
Minnesota Registered Agent
$99 per year
Annual Compliance
Free
Minnesota State Filing Fee
$135
On this page
  • Transparent LLC Pricing
  • 10-Step LLC Guide
  • Minnesota LLC Facts
  • Legal Requirements
  • LLC Cost Comparison
  • Why LLC Register
  • LLC Resources and Links
  • LLC FAQs
  • LLC Glossary

Transparent Cost Guide to Form a Minnesota LLC with LLC Register

Every fee, line by line. The state fee is passed through at cost; there is nothing else to add at checkout.

Cost itemLLC Register feeMinnesota state feeEstimated totalOne-time or annual

Minnesota LLC name search

$0$0$0Free

Minnesota LLC business name generator

$0$0$0Free

Minnesota LLC formation (articles of organization)

$0$0$0Free

Minnesota registered agent

$99$0$99Annual

Minnesota LLC compliance (annual report)

$0$0$0Annual

Minnesota state filing fee

$0$135$135One-time
Example

Minnesota LLC formation and annual compliance are included with the $99 annual registered agent service. You also pay the $135 state filing fee required by the Minnesota Secretary of State. That makes $234 in year one, and renewal is $99 per year.

Comprehensive 10-Step Guide to Form a Minnesota LLC

From the name search to your first annual report, in the order you will do them.

  1. 01

    Step 1 — Choose a compliant Minnesota LLC name

    Your Minnesota LLC name must include "limited liability company" or the abbreviation "LLC", must not contain "corporation" or "incorporated", and must be distinguishable from other business names on file with the Secretary of State. Check that your name is available with the free Minnesota Secretary of State business name search before you file.

    Name reservation: for $35; the reservation lasts one year and can be renewed

  2. 02

    Step 2 — Select a registered agent in Minnesota

    Minnesota requires every LLC to keep a registered office with a physical Minnesota street address, but naming a registered agent is optional. If you do name one, the agent must be a Minnesota resident or entity whose business office is the registered office. A registered agent service gives you a reliable in-state address for legal mail. LLC Register's Minnesota registered agent service is $99 a year and includes LLC formation and annual report filing.

    Registered office required; agent optional

  3. 03

    Step 3 — Decide how the Minnesota LLC will be managed

    Member-managed LLCs are run by their owners; manager-managed LLCs appoint managers to run the business. You choose the structure when you file the Articles of Organization and set the details in your operating agreement.

    Member-managed or manager-managed

  4. 04

    Step 4 — File the Articles of Organization with the Minnesota Secretary of State

    Submit the Articles of Organization and pay the $135 state filing fee. You can file online, in person, or by mail, online and in-person filings cost $155 and receive expedited service, while mail filings cost $135 and are processed in the order received. Online and in-person filings are processed immediately. Mailed filings have no published turnaround and are handled in the order received. Expedited filing is available for $20 extra by filing online or in person instead of by mail. We prepare and file it for you.

    State fee: $135

  5. 05

    Step 5 — Create an LLC operating agreement

    Minnesota does not require a written operating agreement, and you never file one with the state; it may be oral, implied or written, and chapter 322C's default rules apply if you skip it. Ours is included and ready to sign.

    Included with LLC Register

  6. 06

    Step 6 — Obtain an EIN or FTIN

    Get your federal Employer Identification Number from the IRS. It is free, and applying online gives you the number right away. You need it to hire employees, open a business bank account and file federal taxes; owners without a Social Security number apply with Form SS-4.

    Free from the IRS · Form SS-4

  7. 07

    Step 7 — Open a business banking account

    Keep business and personal money apart to protect your limited liability. Banks usually ask for your filed Articles of Organization, your EIN and your operating agreement.

    Bring your formation document, EIN and operating agreement

  8. 08

    Step 8 — Register for Minnesota taxes, permits and licenses

    If you sell taxable goods or services, register for a Minnesota Tax ID Number (sales and use tax account) with the Department of Revenue. Before you hire, register for an unemployment insurance account with the DEED Unemployment Insurance Program and for a withholding tax account with the Department of Revenue. Check with your city and county for local business licenses.

    Tax agency: Minnesota Department of Revenue

  9. 09

    Step 9 — Consider other LLC documents

    Such as a banking resolution, a Certificate of Good Standing ($5), or foreign qualification if you operate in other states. If you use a brand name other than your LLC's legal name, file a Certificate of Assumed Name.

    Certificate: $5 · DBA: $30

  10. 10

    Step 10 — Set reminders for annual compliance

    Minnesota requires the Limited Liability Company | Annual Renewal every year. It is due by December 31 every year. The first one is due by December 31 of the year after your LLC is formed. We track the deadline and file it on time while your agent service is active.

    State fee: free · Annual

Minnesota LLC Formation Facts Table

The official numbers, names and links for a Minnesota LLC, each checked against the state agency.

Minnesota LLC filing agency

Minnesota Secretary of State, Business Services

Minnesota LLC formation document

Articles of Organization

Minnesota LLC filing fee

$135

Standard processing time

Online and in-person filings are processed immediately. Mailed filings have no published turnaround and are handled in the order received.

Expedited filing

Available for $20 extra by filing online or in person instead of by mail

Minnesota online LLC filing

mblsportal.sos.mn.gov

Minnesota LLC name search

swyftfilings.com/business-name-generator

Name reservation

Available for $35; the reservation lasts one year and can be renewed

Minnesota registered agent required

No

Registered agent address rule

Minnesota requires every LLC to keep a registered office with a physical Minnesota street address, but naming a registered agent is optional. If you do name one, the agent must be a Minnesota resident or entity whose business office is the registered office.

Can you be your own registered agent

Yes

Minnesota registered agent service

/registered-agent/minnesota

Annual or biennial filing

Limited Liability Company | Annual Renewal, every year

Annual report state fee

Free

First compliance deadline

By December 31 of the year after your LLC is formed

Recurring due date

By December 31 every year

Late filing penalty

Missing the December 31 deadline terminates your LLC without further notice. You can reinstate by filing the current year's renewal and paying $65 by mail or $85 online or in person.

Limited Liability Company | Annual Renewal filing

sos.mn.gov/media/1569/llcdomesticforeignrenewal.pdf

Franchise or privilege tax

Minnesota has no franchise or privilege tax on LLCs as such. A multi-member LLC taxed as a partnership (or as an S corporation) owes the state's minimum fee only once its Minnesota property, payroll and sales total at least $1,280,000; a single-member LLC reported only on the owner's return does not owe it.

State income tax on LLC profits

Minnesota taxes an LLC according to its federal classification: a single-member LLC is reported on the owner's Form M1, a multi-member LLC files the Partnership Return (Form M3) with income passing through to members, and an LLC that elects corporate treatment pays the Minnesota corporate franchise tax.

Sales tax permit

Minnesota Tax ID Number (sales and use tax account), issued by Minnesota Department of Revenue

Operating agreement required by law

No

Newspaper publication required

No

Series LLC allowed

No

Professional LLC (PLLC) allowed

Yes

Certificate of good standing fee

$5 (Certificate of Good Standing)

Foreign LLC registration fee

$185 (Foreign Limited Liability Company | Application for Certificate of Authority)

Amendment fee

$35 (Minnesota Limited Liability Company | Amendment to Articles of Organization)

Dissolution fee

$35 (Statement of Termination (Minn. Stat. 322C.0702); an optional Statement of Dissolution may be filed first)

DBA (assumed name) filing

$30 (Certificate of Assumed Name), filed with Minnesota Secretary of State; must then be published in a qualified newspaper in the county of the principal or registered office for two successive issues

Minnesota LLC law

revisor.mn.gov/statutes/cite/322C

Free trademark search

trademarkengine.com/free-trademark-search

Trademark registration

trademarkengine.com

Virtual mailbox

snapmailbox.com

Apply for an EIN (IRS)

irs.gov/businesses/small-businesses-self-employed/get-an-employer-identification-number

Author: LLC RegisterLast reviewed 9/29/2026

Minnesota agency: Minnesota Secretary of StateLast reviewed 9/29/2026

Legal Requirements to Start a Minnesota LLC

What Minnesota law requires of every LLC, with the rule and the agency that enforces it.

Name

A distinguishable LLC name

Your Minnesota LLC name must include "limited liability company" or the abbreviation "LLC", must not contain "corporation" or "incorporated", and must be distinguishable from other business names on file with the Secretary of State. Search the name for free with the Minnesota business name search before you file. You can reserve a name for $35; the reservation lasts one year and can be renewed. The rules come from the Minnesota Revised Uniform Limited Liability Company Act (Minnesota Statutes, Chapter 322C).

Agent

A Minnesota registered agent

Minnesota requires every LLC to keep a registered office with a physical Minnesota street address, but naming a registered agent is optional. If you do name one, the agent must be a Minnesota resident or entity whose business office is the registered office. To change agents, file the Notice of Change of Registered Office/Registered Agent (Minn. Stat. 5.36), or an Amendment to Articles of Organization ($35). LLC Register's Minnesota registered agent service is $99 a year and includes LLC formation and annual report filing.

Filing

The Articles of Organization

Your LLC exists once the Minnesota Secretary of State accepts your Articles of Organization and the $135 filing fee. You can file online, in person, or by mail, online and in-person filings cost $155 and receive expedited service, while mail filings cost $135 and are processed in the order received. Online and in-person filings are processed immediately. Mailed filings have no published turnaround and are handled in the order received. Expedited filing is available for $20 extra by filing online or in person instead of by mail.

Governance

An operating agreement

Minnesota does not require a written operating agreement, and you never file one with the state; it may be oral, implied or written, and chapter 322C's default rules apply if you skip it. Even where it is optional, a written operating agreement sets ownership, voting, profit splits and what happens when a member leaves, and banks often ask for one.

Compliance

Limited Liability Company | Annual Renewal

Minnesota requires every LLC to file the Limited Liability Company | Annual Renewal every year for free. It is due by December 31 every year. The first one is due by December 31 of the year after your LLC is formed. Missing the December 31 deadline terminates your LLC without further notice. You can reinstate by filing the current year's renewal and paying $65 by mail or $85 online or in person.

Tax

State taxes and licenses

Minnesota has no franchise or privilege tax on LLCs as such. A multi-member LLC taxed as a partnership (or as an S corporation) owes the state's minimum fee only once its Minnesota property, payroll and sales total at least $1,280,000; a single-member LLC reported only on the owner's return does not owe it. Minnesota taxes an LLC according to its federal classification: a single-member LLC is reported on the owner's Form M1, a multi-member LLC files the Partnership Return (Form M3) with income passing through to members, and an LLC that elects corporate treatment pays the Minnesota corporate franchise tax. If you sell taxable goods or services, register for a Minnesota Tax ID Number (sales and use tax account) with the Department of Revenue. See the Minnesota Department of Revenue for registrations.

Minnesota LLC Company Cost Comparison

Published prices for forming and keeping a Minnesota LLC, compared line by line.

What you pay forLLC RegisterLegalZoomZenBusiness

LLC formation service

$0$0$0

Minnesota filing fee

$135$135$135

Registered agent, first year

$99$249$99

Annual report filing

$0$99$100

First-year total

$99 + state fee$249 + state fee$99 + state fee

Registered agent renewal

$99 per year$249 per year$199 per year

Competitor prices are for each company's lowest-priced LLC package, as published on its own website on September 29, 2026. The Minnesota state fee is extra with every provider. Prices change; check each provider before you buy.

Why Form Your Minnesota LLC with LLC Register

One price, the whole bill up front, and your LLC kept in good standing every year.

  • $99 a year. That is the whole price.

    The same $99 at renewal, every year. No tiers to compare and nothing pre-checked at checkout.

  • Formation included

    We prepare and file your Articles of Organization with the Minnesota Secretary of State. You pay only the $135 state fee, at cost.

  • A Minnesota registered agent

    A physical Minnesota address for legal and state mail, with scans sent to you the same day.

  • Your annual compliance, handled

    We track the Minnesota deadlines and file your Limited Liability Company | Annual Renewal on time while your agent service is active.

  • Every fee shown before you pay

    The cost guide above is the bill. State fees are passed through at cost and never marked up.

  • Support by email

    Real people answer your questions by email, before and after your Minnesota LLC is formed.

Important Minnesota LLC Resources and Links

Official Minnesota offices, forms and data in one place. Every link goes to the source.

State government offices

  • Minnesota Secretary of StateFirst National Bank Building, 332 Minnesota Street, Suite N201, Saint Paul, MN 55101 · 651-296-2803 (Metro Area); 1-877-551-6767 (Greater MN)
  • Minnesota Department of Revenuerevenue.state.mn.us
  • Minnesota Department of Labor and Industrydli.mn.gov
  • Starting a Business, Minnesota Department of Employment and Economic Development (DEED)mn.gov

Filing, forms and records

  • Online LLC filingmblsportal.sos.mn.gov
  • Business name searchmblsportal.sos.mn.gov
  • Articles of Organization formsos.mn.gov
  • Certificate of Good Standingsos.mn.gov
  • Limited Liability Company | Annual Renewal filingsos.mn.gov
  • Foreign LLC registration (Foreign Limited Liability Company | Application for Certificate of Authority)sos.mn.gov
  • DBA (Certificate of Assumed Name)sos.mn.gov
  • Minnesota Revised Uniform Limited Liability Company Act (Minnesota Statutes, Chapter 322C)revisor.mn.gov

Taxes, permits and licenses

  • Sales tax permit (Minnesota Tax ID Number (sales and use tax account))revenue.state.mn.us
  • Employer registrationmn.gov
  • IRS: apply for an EINirs.gov
  • IRS: LLC tax classificationirs.gov

Minnesota business data and help

  • Population and demographicsU.S. Census Bureau QuickFacts, Minnesota
  • Small business statisticsSBA Office of Advocacy, 2025 state small business profiles
  • Minnesota Small Business Development Centers (SBDC)mn.gov
  • U.S. Small Business Administrationsba.gov
  • SBA local assistanceFind SBA offices and advisors near you in Minnesota

More official Minnesota resources

  • Minnesota LLC formsSecretary of State forms for Minnesota LLCs: articles, amendments, statements of dissolution and termination, renewals.
  • Business filing and certification fee scheduleSecretary of State fees for every business filing, copy and certificate, mail vs. in-person/online.
  • Annual renewalsHow to file the free annual renewal that keeps an LLC active, due by December 31.
  • Minimum fee (partnerships and S corporations)Department of Revenue brackets and rules for the minimum fee owed by multi-member LLCs taxed as partnerships.
  • Partnership filing requirementsDepartment of Revenue guidance on who must file the Form M3 Partnership Return.
  • Workers' compensationDepartment of Labor and Industry information on employers' workers' compensation insurance obligations.
  • Licenses and permitsDEED guidance on the legal and regulatory requirements and licenses a new Minnesota business may need.
  • Small Business Assistance OfficeDEED office offering free information, including A Guide to Starting a Business in Minnesota.

Minnesota LLC FAQs

Short questions, direct answers about forming and running an LLC in Minnesota.

Start Minnesota LLC

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

Per the Minnesota Secretary of State, as of September 2026, Minnesota charges $135 to file the Articles of Organization. After that, the Limited Liability Company | Annual Renewal is free to file every year. With LLC Register, formation is included in the $99-a-year Minnesota registered agent service, so year one costs $234.

How long does it take to form an LLC in Minnesota?

Online and in-person filings are processed immediately. Mailed filings have no published turnaround and are handled in the order received. Expedited filing is available for $20 extra by filing online or in person instead of by mail. Your LLC exists once the state accepts your filing.

How do I start an LLC in Minnesota?

To start an LLC in Minnesota, choose an available name, appoint a Minnesota registered agent, and file the Articles of Organization with the Minnesota Secretary of State for $135. Then sign an operating agreement, get a free EIN from the IRS, open a business bank account and register for any state taxes. LLC Register files it for you as part of the $99-a-year registered agent service.

Can I form an LLC online in Minnesota?

Yes. You can file online, in person, or by mail, online and in-person filings cost $155 and receive expedited service, while mail filings cost $135 and are processed in the order received. The Articles of Organization costs $135.

What is the Minnesota LLC formation document called?

In Minnesota you form an LLC by filing the Articles of Organization with the Minnesota Secretary of State. Other states call this document the articles of organization or the certificate of formation. The filing fee is $135.

Is there an expedited LLC filing option in Minnesota?

Yes. Expedited filing is available for $20 extra by filing online or in person instead of by mail. Online and in-person filings are processed immediately. Mailed filings have no published turnaround and are handled in the order received.

How do I do a Minnesota LLC name search?

Use the Minnesota Secretary of State's free online business name search to check whether your LLC name is available. Your Minnesota LLC name must include "limited liability company" or the abbreviation "LLC", must not contain "corporation" or "incorporated", and must be distinguishable from other business names on file with the Secretary of State.

What are the Minnesota LLC name requirements?

Your Minnesota LLC name must include "limited liability company" or the abbreviation "LLC", must not contain "corporation" or "incorporated", and must be distinguishable from other business names on file with the Secretary of State. The rules are set by the Minnesota Revised Uniform Limited Liability Company Act (Minnesota Statutes, Chapter 322C).

Can I reserve an LLC name in Minnesota?

Yes. You can reserve a name for $35; the reservation lasts one year and can be renewed. A reservation is optional; filing the formation document also secures the name.

Do I need a registered agent for my Minnesota LLC?

Minnesota does not require a registered agent. Minnesota requires every LLC to keep a registered office with a physical Minnesota street address, but naming a registered agent is optional. If you do name one, the agent must be a Minnesota resident or entity whose business office is the registered office.

Can I be my own registered agent in Minnesota?

Yes, though Minnesota does not require you to name a registered agent at all, only a registered office. If you choose to name one, you or another member can serve as long as you are a Minnesota resident. Your address becomes public record, and someone must be there during business hours to accept legal papers.

Can I use a PO box for my Minnesota LLC?

Not as your registered agent's address. Minnesota requires every LLC to keep a registered office with a physical Minnesota street address, but naming a registered agent is optional. If you do name one, the agent must be a Minnesota resident or entity whose business office is the registered office. A PO box can usually serve as a mailing address, but the registered agent needs a physical address in Minnesota.

How do I change my registered agent in Minnesota?

File the Notice of Change of Registered Office/Registered Agent (Minn. Stat. 5.36), or an Amendment to Articles of Organization with the Minnesota Secretary of State. The fee is $35.

How much does a registered agent cost in Minnesota?

Serving as your own Minnesota registered agent is free if you qualify. Commercial registered agents charge a yearly fee. LLC Register's Minnesota registered agent service is $99 a year and includes LLC formation and annual report filing.

Does Minnesota require an annual report for LLCs?

Yes. Minnesota LLCs must file the Limited Liability Company | Annual Renewal every year. There is no state fee to file it.

When is the Minnesota LLC annual report due?

The Limited Liability Company | Annual Renewal is due by December 31 every year. Your first one is due by December 31 of the year after your LLC is formed. It is filed with the Minnesota Secretary of State.

How much is the Minnesota LLC annual report fee?

Per the Minnesota Secretary of State, as of September 2026, there is no state fee to file the Limited Liability Company | Annual Renewal. It is due by December 31 every year. LLC Register files it for you at no extra service fee while your registered agent service is active.

What happens if I miss the Minnesota annual report deadline?

Missing the December 31 deadline terminates your LLC without further notice. You can reinstate by filing the current year's renewal and paying $65 by mail or $85 online or in person. File as soon as possible to keep your LLC in good standing.

Does Minnesota have a franchise tax for LLCs?

Minnesota has no franchise or privilege tax on LLCs as such. A multi-member LLC taxed as a partnership (or as an S corporation) owes the state's minimum fee only once its Minnesota property, payroll and sales total at least $1,280,000; a single-member LLC reported only on the owner's return does not owe it.

How are LLCs taxed in Minnesota?

Minnesota taxes an LLC according to its federal classification: a single-member LLC is reported on the owner's Form M1, a multi-member LLC files the Partnership Return (Form M3) with income passing through to members, and an LLC that elects corporate treatment pays the Minnesota corporate franchise tax. Federally, a single-member LLC is taxed like a sole proprietorship and a multi-member LLC like a partnership, unless it elects to be taxed as a corporation.

Do I need a sales tax permit for my Minnesota LLC?

If you sell taxable goods or services, register for a Minnesota Tax ID Number (sales and use tax account) with the Department of Revenue.

How do I register my Minnesota LLC as an employer?

Before you hire, register for an unemployment insurance account with the DEED Unemployment Insurance Program and for a withholding tax account with the Department of Revenue. You also need an EIN from the IRS before you run payroll.

Do I need a business license for my Minnesota LLC?

It depends on your industry and location: Minnesota regulates some professions and activities through state licenses, and many cities and counties require local business licenses. Start with the Starting a Business, Minnesota Department of Employment and Economic Development (DEED).

Do I need an operating agreement for a Minnesota LLC?

Minnesota does not require a written operating agreement, and you never file one with the state; it may be oral, implied or written, and chapter 322C's default rules apply if you skip it. LLC Register includes an operating agreement with every Minnesota LLC it forms.

Do I need an EIN for my Minnesota LLC?

You need an EIN if your LLC has employees or more than one member, and most banks ask for one to open a business account. A single-member LLC without employees can use the owner's Social Security number for federal taxes, but an EIN keeps it off business paperwork.

How do I get an EIN for a Minnesota LLC?

Apply for free on the IRS website once the state has approved your LLC; online applicants receive the EIN immediately. Owners without a Social Security number can apply with Form SS-4 by fax or mail.

Can a nonresident form an LLC in Minnesota?

Yes. You do not have to live in Minnesota or be a U.S. citizen to form a Minnesota LLC. You do need a registered office address in Minnesota. Non-U.S. owners without a Social Security number apply for an EIN with IRS Form SS-4.

Can I form a single-member LLC in Minnesota?

Yes. Minnesota allows an LLC with a single owner. By default the IRS taxes a single-member LLC like a sole proprietorship, reported on the owner's personal return.

Does Minnesota allow series LLCs?

No. Minnesota's LLC law (chapter 322C) does not provide for series LLCs.

Can licensed professionals form a PLLC in Minnesota?

Yes. Licensed professionals can form a Professional Limited Liability Company under the Minnesota Professional Firms Act (chapter 319B) by electing chapter 319B in the articles and naming the professional service.

Does Minnesota require LLCs to publish a formation notice?

No. Minnesota does not require newspaper publication to form an LLC.

How do I get a certificate of good standing in Minnesota?

Order a Certificate of Good Standing from the Minnesota Secretary of State for $5. Banks, lenders and other states often ask for one as proof your LLC is current with the state.

How do I register a foreign LLC in Minnesota?

An LLC formed in another state registers to do business in Minnesota by filing the Foreign Limited Liability Company | Application for Certificate of Authority with the Minnesota Secretary of State. The fee is $185, and the LLC needs a Minnesota registered agent.

How do I amend my Minnesota LLC?

File the Minnesota Limited Liability Company | Amendment to Articles of Organization with the Minnesota Secretary of State for $35. Amend when you change your LLC's name or other information in the formation document.

How do I dissolve an LLC in Minnesota?

File the Statement of Termination (Minn. Stat. 322C.0702); an optional Statement of Dissolution may be filed first with the Minnesota Secretary of State for $35. Before you file, wind up the business: pay debts, close tax accounts and distribute what is left to the members.

How do I file a DBA for my Minnesota LLC?

File a Certificate of Assumed Name with the Secretary of State for $30, then publish it in a qualified newspaper in your county for two successive issues. A DBA lets your LLC trade under another name without forming a new company.

Can my Minnesota LLC be taxed as an S corporation?

Yes. An eligible LLC can elect S corporation tax status by filing IRS Form 2553. The election can reduce self-employment tax once profits are high enough to pay yourself a reasonable salary. Minnesota taxes an LLC according to its federal classification: a single-member LLC is reported on the owner's Form M1, a multi-member LLC files the Partnership Return (Form M3) with income passing through to members, and an LLC that elects corporate treatment pays the Minnesota corporate franchise tax.

What are the benefits of forming an LLC in Minnesota?

An LLC separates your personal assets from business debts and lawsuits, keeps pass-through taxation, and needs less paperwork than a corporation. In Minnesota it costs $135 to form and the Limited Liability Company | Annual Renewal is free every year.

LLC vs sole proprietorship in Minnesota: which is better?

A sole proprietorship costs nothing to start, but you are personally liable for the business's debts. A Minnesota LLC costs $135 to form and protects your personal assets, with the same pass-through taxes by default.

Should I form my LLC in Delaware or Wyoming instead of Minnesota?

Usually not if your business operates in Minnesota. An out-of-state LLC doing business here must also register as a foreign LLC in Minnesota for $185 and keep a Minnesota registered agent, so you pay two states' fees.

Does LLC Register charge a separate fee to form a Minnesota LLC?

No. Formation is included in the $99-a-year Minnesota registered agent service. The state still charges its $135 filing fee, which we pass through at cost.

What does LLC Register include with a Minnesota LLC?

For $99 a year plus the $135 state fee: Minnesota LLC formation in year one, a Minnesota registered agent, an operating agreement, and filing of your Limited Liability Company | Annual Renewal every year. Renewal is $99 a year. State fees are passed through at cost.

Does my Minnesota LLC need to file a BOI report with FinCEN?

No. FinCEN has exempted companies created in the United States from beneficial ownership information (BOI) reporting. Only foreign companies registered to do business in a U.S. state still have to report.

Which state agency handles LLC filings in Minnesota?

The Minnesota Secretary of State, Business Services, handles LLC formations, amendments and annual filings. Its office is at First National Bank Building, 332 Minnesota Street, Suite N201, Saint Paul, MN 55101.

Do I need a separate bank account for my Minnesota LLC?

Yes, you should. Mixing business and personal money can weaken the liability protection your LLC gives you. Banks usually ask for your filed Articles of Organization, your EIN and your operating agreement.

Complete Minnesota LLC Glossary

The terms, documents and filings you will meet when forming a Minnesota LLC.

Annual report

A recurring filing that keeps your LLC in good standing with the state. In Minnesota it is the Limited Liability Company | Annual Renewal, due by December 31 every year.

Articles of Organization

The document filed with the state to create an LLC. Some states call it a Certificate of Formation; in Minnesota it is the Articles of Organization.

Assumed name (DBA)

A trade name your LLC uses instead of its legal name. In Minnesota you file a Certificate of Assumed Name.

Banking resolution

A document authorizing who may open and run the LLC's bank accounts.

Certificate of good standing

Proof from the state that your LLC exists and is current on its filings and fees. In Minnesota it is the Certificate of Good Standing.

Dissolution

Formally closing an LLC with the state. In Minnesota you file the Statement of Termination (Minn. Stat. 322C.0702); an optional Statement of Dissolution may be filed first.

EIN

Employer Identification Number: the nine-digit federal tax ID the IRS issues to a business.

Foreign qualification

Registering an LLC formed in another state so it can do business in Minnesota, through the Foreign Limited Liability Company | Application for Certificate of Authority.

Franchise tax

A state tax some states charge for the privilege of doing business there. Minnesota has no franchise or privilege tax on LLCs as such. A multi-member LLC taxed as a partnership (or as an S corporation) owes the state's minimum fee only once its Minnesota property, payroll and sales total at least $1,280,000; a single-member LLC reported only on the owner's return does not owe it.

Limited liability

The legal protection that keeps the owners' personal assets separate from the LLC's debts and lawsuits.

Manager-managed LLC

An LLC run by appointed managers rather than by all of its members.

Member

An owner of an LLC. An LLC can have one member or many, and members can be people or companies.

Member-managed LLC

An LLC run directly by its owners, the members.

Minnesota Revised Uniform Limited Liability Company Act (Minnesota Statutes, Chapter 322C)

The Minnesota law that governs how LLCs are formed, run and dissolved.

Operating agreement

The internal contract that sets out an LLC's ownership, voting, profits and what happens when a member leaves.

Pass-through taxation

The default federal tax treatment of an LLC: profits pass to the owners' personal returns instead of being taxed at the company level.

Professional LLC (PLLC)

An LLC for licensed professionals such as doctors, lawyers or accountants. Available in Minnesota.

Registered agent

The person or company with a physical Minnesota address named to receive legal papers and state mail for the LLC.

S corporation election

A federal tax election, made on IRS Form 2553, that lets an eligible LLC be taxed as an S corporation.

Series LLC

An LLC divided into separate series, each with its own assets and liabilities. Not provided for in Minnesota law.

Single-member LLC

An LLC with one owner. By default the IRS taxes it like a sole proprietorship.

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