How To Form an LLC In Minnesota » CorpStructures.com

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In Minnesota, forming a limited liability company – or LLC – offers personal liability protection like a corporation. This means that the personal assets of its members are protected from claims against the company in most cases. In addition, an LLC offers flexibility in how the business can be taxed and how profits and losses are passed through to the owners.

Minnesota’s government website has information to assist you in forming an LLC in the state of Minnesota.

You can learn about the state’s rules and regulations, resources, and general business statistics through their site. It is wise to look through the website before you begin your process. Hence, you understand what is expected of you and what you can expect from a governmental standpoint.

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Articles of Organization

You must begin by filing a legal document called the “articles of organization” with the Secretary of State. You can go directly to the state office in St. Paul, mail the form, or fill it out online. There is a fee required for this filing.

The articles of organization include information on rights, powers, liabilities, duties, and other obligations between the owner and the members and between each member of the LLC.

To fill out the articles of organization, you will need the following information:

Name of the Limited Liability Company
Registered office address
Registered agent name (optional)
Organizer’s name, address, and signature
An email address for the registered agent or organizer
A phone number for the registered agent or organizer

Here are the steps you will need to take to form an LLC in Minnesota:

Step 1: Choose a name

Your first step will be to choose a name for your company that will be used on all legal documentation. Every state has specific legal requirements in choosing a name. In Minnesota, the requirements are:

The name must include “Limited liability company” or “professional limited liability company” or the abbreviations LLC or PLC.
The name cannot contain the word or abbreviations of “corporation” or “incorporated.”
The name cannot have words that would imply that the LLC has any other purpose than a legally operating business.

It is essential that you check with the Minnesota Secretary of State for the availability of your desired name. The name must not be similar to any other LLC, corporation, limited partnership, limited liability partnership, any reserved or assumed name, trademark, or service mark already on file.

Once you have cleared the name, you can reserve it for up to 12 months by filling out the name reservation form. Filing this form does not register the name but holds it until registration is complete.

This is an excellent time to register your website URL with a name secured.

Step 2: Declare a registered office address

A registered office must be located in the state of Minnesota. This must be a physical location where a person who represents the company can be found. Acceptable locations are:

The address where the business is physically located
A complete street address
A rural route and rural route box number
A fire number
Directions from a landmark to the office location
- If this is the case, a mailing address in the same or adjacent town must also be given.

Addresses can not be a post office box and must include a zipcode.

Step 3: Duration of LLC

Unless you plan to form a temporary LLC, the duration can be listed as perpetual.

Step 4: Declare a registered agent (optional)

A registered agent’s responsibilities include accepting government and compliance-related documents and emails on behalf of the LLC.

Minnesota state law does not require an LLC to list a registered agent. However, suppose you choose to declare a registered agent. In that case, you must register their full name and email address, and they must be located at the registered office.

If your LLC moves or changes the registered agent, you must report the new information to the Secretary of State.

Step 5: List the names, addresses, and signatures of organizers.

Your LLC must have at least one organizer who signs the articles of organization. This person must be at least 18 years old. The articles of organization should list all organizers with their full names and complete mailing addresses with zip codes.

Other stipulations that may be included in the articles of organization but are not required:

As in the records of the members’ contributions, the voting power of each membership interest is proportionate to the value reflected.
As in the members’ contributions records, members share in distributions in proportion to the value reflected.
As in the members’ contributions records, members share in profits and losses in proportion to the value reflected.
The power to adopt, amend or repeal the operating agreement is vested in the board of governors.
Governors serve for an indefinite term that expires at the next regular meeting of the members.
Cumulative voting for governors must be allowed by a limited liability company.
Written consent or opposition to a proposal may be permitted by absent governors.
For an action of the board of governors, a larger than majority vote may be required.
For an action of the board of governors, a majority of governors’ affirmative vote is required.
All governors must sign a written action by the board of governors taken without a meeting.

The office of the Secretary of State also asks for a “business snapshot” on the articles of organization form.

For example, it asks about the number of employees and whether the owner identifies with specific communities such as disabilities, veterans, or people of color. It also asks about the type of business, whether it is a full-time or part-time endeavor, and the gross revenue for the past year.

This is voluntary to fill out and may be shared for data analysis.

Step 6: File the documents with the Secretary of State

This can be done in person, by mail, or online.

You can mail or drop the forms off at:

Minnesota Secretary of State – Business Services

First National Bank Building

332 Minnesota Street, Suite N201

Saint Paul, MN 55101

Step 7: Operating Agreements

Minnesota does not legally require your LLC to have an operating agreement. Still, to protect the operations, it is vital to have. In addition, this will set clear guidelines and expectations about the business relationship between the LLC owners and LLC members.

You can create this document on your own with your lawyer’s guidance.

Annual Registration

The Secretary of State in Minnesota requires registration to be renewed annually. This can be done online, in person, or mailed. If you fail to do so, it will result in administration termination.

Reinstatement can happen if you file the proper form and pay a reinstatement fee within one year of the termination.

Amending the articles of organization

Your LLC may amend its articles of organization to cover or change any provision required to appear or omit any provision not required to be included in the articles of organization. When any changes are made in the articles of organization, you must file an amendment of articles form with the Secretary of State.

Be sure to understand the voting power of your members, as a majority must approve the amendment. The exception is if the articles require a more significant majority or the amendment will increase a majority already needed for the articles of a closely held limited liability company. This higher majority must approve the amendment if this larger majority is adopted.

The articles of amendment must include:

Name of the LLC as it appears in the records of the Secretary of State
The text of the amendment
A statement that the amendment was adopted according to the state law

An authorized person must sign articles of amendment.

Cost to Start an LLC in Minnesota

There are a variety of costs to consider when forming an LLC in Minnesota. For basic registration and form filing, these are the costs according to the Secretary of State website (as of April 2022):

Sometimes there are different charges if you file by mail or online/ in person.

Articles of Organization – original filing: $135 if mailed or $155 if in-person or online
Amendment: $35 or $55
Annual renewal: no cost
Conversion: $60 or $80 (not available online)
Domestication: $60 or $80 (not available online)
Merger: $60 or $80 (not available online)
Statement of Authority: $35 or $55 (not available online)

What To Do After Forming Your LLC in Minnesota

Once the LLC is formed, there are many tasks for you to complete. The articles of organization, operating agreement, and applicable laws will guide all actions and decisions made by the LLC. All activities and agreements must be appropriately recorded, and someone should be assigned to do so. Having a lawyer and tax accountant review and guide all processes is important.

Things You Can Get Started on Right Away:

Obtain a federal and state tax identification number
Create a business plan defining your goals and business style
Open a business bank account.
Get business insurance.
- MN requires employers to carry worker’s comp. You can find other information on business insurance on the state government’s website.
Hire an accountant to set up and maintain the books, file taxes and help with compliance.
Call and conduct the initial meeting of the board of governors or members.

How to Keep Your LLC Compliant in Minnesota

To ensure good standing for your LLC, you must keep accurate records for tax purposes, inspections, and responses to questions from customers, banking, and other business partners.

Licenses and registrations will need to be renewed, employee and member records updated, and any change of address or operation agreements will need to be documented.

Tax Filing Requirements for LLCs in Minnesota

Your LLC must have a federal and state tax id number for tax filing purposes.

Most of the time, you will file the same type of tax return for both state and federal. You may file an election with the IRS and receive treatment as a corporation. Otherwise, your default filing status determines how to pay income taxes and report them.

There are two possibilities:

Partnership: An LLC that has multiple members and doesn’t qualify for corporate filing status
Individual: The owner reports the LLC’s income tax information on their return tax if a single-owner LLC does not elect for corporate filing status,

Review the MN Department of Revenue’s web page for more information.

Frequently Asked Questions

Here are some of the most common questions.

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

With properly filled out forms and no extenuating circumstances in the Secretary of State’s office, the documents are usually reviewed the day they are received or the following business day.

Be sure to fill out the forms accurately. Forms may be returned for a variety of reasons, including:

An incomplete address. The street address, city, state, and zip code must be included.
Incorrect filing fee. Check the fee schedule.
Signatures are incorrect, illegible, or incomplete.
The name of the LLC does not precisely match the legal name already on file with the Secretary of State in an amendment or subsequent filing.
The name submitted for the LLC is too similar to an existing corporate or assumed name, trademark or service mark, limited liability company, limited partnership, or limited liability partnership name.

What tax structure should I choose for an LLC in Minnesota?

There are two possibilities:

Partnership: An LLC that has multiple members and doesn’t qualify for corporate filing status
Individual: The owner reports the LLC’s income tax information on their return tax if a single-owner LLC does not elect for corporate filing status,

Review the MN Department of Revenue’s web page for more information.

Should you hire an LLC formation service in Minnesota?

Suppose you have a relatively simple business, with just yourself as the owner or one partner. In that case, it can be relatively easy to set up the LLC yourself by carefully following all instructions while filling out the paperwork. However, suppose you have more complex business structures. In that case, it is probably best to at least have a lawyer look over your paperwork or hire someone for full service. Head over to our LLC service comparison for some recommendations.

Filed under: Minnesota Business Guides