How to start an LLC in Minnesota

To start an LLC in Minnesota, file the Articles of Organization with the Minnesota Secretary of State (from $135) once you have a name the state will accept and a registered agent there. Then write an operating agreement, get a free EIN from the IRS and keep the LLC current with the state.

Step 1: Choose a name Minnesota will accept

The name has to end with “Limited Liability Company” or “LLC”. It also has to differ from the names already on the Minnesota Secretary of State's records, and some words need another agency's approval. Check an LLC name in Minnesota against those rules and the registered names we hold, then confirm it on the official search.

Not ready to file? A reservation holds the name: $35 by mail ($55 online), for 1 year. See how to reserve an LLC name.

Step 2: Appoint a registered agent

The Articles of Organization names a registered agent: a person or company with a street address in Minnesota who receives lawsuits and official notices for the LLC during business hours. You can usually serve yourself if you live in the state, or pay a commercial agent a yearly fee.

Our sister site lists the registered agents Minnesota companies use most, with how many companies each one serves.

Step 3: File the Articles of Organization

File it with the Minnesota Secretary of State. The fee is $135 by mail ($155 online or in person). File online, or on paper. The LLC exists once the state accepts the filing.

How long it takes. By mail: no set time, first come, first served. Faster service: online, typically 2 to 5 business days; in person by appointment, while you wait. (The office's page.)

Step 4: Write an operating agreement

Minnesota doesn't require one (Minn. Stat. § 322C.0110, subds. 1-2), but without it the state's default rules decide how the LLC is run and how profits and votes are shared. It stays in the company's records; it isn't filed.

Make a free Minnesota LLC operating agreement and download it as a Word file.

Step 5: Get an EIN

An EIN (employer identification number) is the LLC's federal tax ID: banks ask for it to open a business account, and the LLC needs one to hire. The IRS issues it free; apply online at irs.gov once Minnesota has accepted the Articles of Organization.

Step 6: File the Minnesota LLC annual report

Fee: No fee (annual renewal). Due: By December 31 each calendar year, starting the year after formation (Minn. Stat. § 322C.0208). (Source: Minn. Stat. § 322C.0208, revisor.mn.gov.)

After formation Minnesota
Recurring report Free annual renewal each year (by Dec 31)
State tax or fee on LLCs None
Proof of good standing Certificate of Good Standing, $5 by mail ($15 online)

Missing the recurring filing is the most common way an LLC loses its good standing, and in time its existence. On our sister site, look up an LLC's status or see how to get a Minnesota certificate of good standing.

What it costs to start an LLC in Minnesota

State fee Amount
Formation filing (online) $155
First year, state fees $155
Each year after $0

Over five years, Minnesota's state fees come to $155. These are state fees only: a commercial registered agent, a publication notice and income taxes are extra. Compare every state's fees, with the options to reserve the name or file faster.

Sources

How to start an LLC in Minnesota

  1. Choose a name Minnesota will accept and check it against the Minnesota Secretary of State's records.
  2. Appoint a registered agent with a street address in Minnesota.
  3. File the Articles of Organization with the Minnesota Secretary of State (from $135).
  4. Write an operating agreement.
  5. Get a free EIN from the IRS.
  6. Keep up with the recurring filings and fees.

Common questions

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

From $135 to file the Articles of Organization. The state's fees come to $155 in the first year and nothing in later years; a registered agent service or a newspaper notice costs extra.

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

The Minnesota Secretary of State gives by mail: no set time, first come, first served. Faster service: online, typically 2 to 5 business days; in person by appointment, while you wait.

Do I need an operating agreement in Minnesota?

Minnesota doesn't require one (Minn. Stat. § 322C.0110, subds. 1-2), but it's the document that says who owns the LLC and how it's run; banks and partners often ask for it.

Can I start an LLC in Minnesota online?

Yes. The Minnesota Secretary of State takes the Articles of Organization online, for from $135.

When is the Minnesota LLC annual report due?

By December 31 each calendar year, starting the year after formation (Minn. Stat. § 322C.0208).

Does Minnesota require an annual report for LLCs?

Yes. Minnesota's recurring filing: Free annual renewal each year (by Dec 31).

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