How to Start a Minnesota LLC
Minnesota LLC Formation – Basics & Helpful Information
This article is meant to be a general overview of the Minnesota LLC formation process; including information about how to start a Minnesota LLC and other basic issues related to Minnesota LLCs.
Minnesota LLC Filing Fees
The fee to create a Minnesota LLC is $135.00 if filed by mail and $155.00 if filed online or in-person.
Minnesota Filing Time
Regular processing time generally takes 5-7 business days for mail-in filing, after the Articles of Organization are received. Online or hand-delivered filing reduces the processing time to a quicker turn around.
Minnesota Annual Compliance Requirements
A Minnesota LLC is required to file an annual renewal once every calendar year, beginning in the calendar year following the original filing of the LLC with the Minnesota Secretary of State. There is no fee to file the annual renewal if the renewal is filed and received on time. However, the LLC will be “statutorily dissolved” if the annual renewal is not filed on time with the Secretary of State.Online filing, filing by mail, and basic information about the annual renewal →
Form an LLC in Minnesota
You can use this checklist to help guide you through the process of forming a Minnesota LLC:
Step 1: Decide on a Business Name
The first step in creating an LLC in Minnesota is naming your business. You’ll need to check with the Minnesota Secretary of State to make sure the name you’ve chosen is available. You can do this online via the Minnesota Business Search.
It is also highly recommended that you check the US Patent and Trademark Office to see if someone has a federal trademark of the business name you want (the Minnesota Secretary of State will not check other state’s databases or the federal trademark database). You can click here to have a comprehensive name availability search performed for you.
The LLC name must contain the words “limited liability company” or the abbreviation “LLC”. The LLC name may not contain the words “corporation” or “incorporated” or abbreviations of either of these words. The name of the LLC may not imply that the business is organized for anything other than a legal business purpose. The name of the LLC must be distinguishable from any other business entity already on file with the Minnesota Secretary of State.See More on How to Check Business Name Availability →
Minnesota Assumed Names
An assumed name is similar to a “doing business as” (DBA) name. Although an assumed name is not legally required, it is a wise business practice. The fee for the original filing of the Certificate of Assumed Name is $30.00 if filed by mail and $50.00 if filed online or in-person. Processing time takes 5-7 business days after the Certificate is received, if mailed. There is a quicker turn-around time if the Certificate is filed online or in-person. After filing the original Certificate of Assumed Name, the LLC must publish the Certificate of Assumed Name in a qualified, legal newspaper on 2 consecutive issues in the county where the principal place of business is located. After publication, the newspaper will send the LLC an affidavit of publication which should be retained by the LLC. An annual renewal of the Certificate of Assumed Name is required to remain in good standing with the Minnesota Secretary of State. Minnesota assumed names are only applicable in Minnesota and are not substitutes for a national trademark filing.See more info on Minnesota Assumed Names →
Step 2: Register your LLC with the State
Minnesota Articles of Organization
Your Minnesota LLC is formed by signing and filing the Articles of Organization with the Minnesota Secretary of State. You can create an account to e-file the Minnesota Articles of Organization or file a paper version of the Articles of Organization. The Minnesota Secretary of State staff will examine the articles for statutory compliance and will either approve the articles for filing or reject the articles with instructions on how to resubmit the document.
The Articles of Organization must include at a minimum:
- Name of the Minnesota LLC
- Registered Agent’s Name and Address, if the LLC has one
- Physical or street address of the LLC in Minnesota
- Each organizer’s name and complete mailing address
- Each organizer’s signature
Minnesota Registered Agent Information
Although it is not required in Minnesota, the LLC may list a registered agent in its Articles of Organization. It is a good business practice for the LLC to have a registered agent, which is an individual or a business entity the LLC appoints for the purpose of accepting service of process (lawsuit papers or legal documents) for the LLC. If the LLC does not have a registered agent, it is required to have a registered office located in the state of Minnesota at a physical location where a person who represents the company can be found. The registered office may be the place where the business is located or it may be in a different location. A post office box is not sufficient and all registered offices must have a zip code. Minnesota law requires that the registered agent have a permanent, physical address on file with the Minnesota Secretary of State at all times. Every time the LLC moves or changes its registered agent, it must report the new information to the Minnesota Secretary of State on a change of address/agent form.Read more about Registered Agents →
Step 3: Create and Sign the LLC’s Governing Document
The governing document for an LLC is called the “company agreement” or sometimes the “operating agreement”. The company agreement is to an LLC like a partnership agreement is to a partnership (or bylaws to a corporation). The company agreement governs the internal operation of the LLC and is typically a private document that is kept in the company book and the principal place of business (it is NOT filed with the state). The company agreement can address many issues, some of the more common concepts found within a company agreement are:
- Limitations on the members liabilities
- The level of consent needed to take various actions (i.e. simple majority required to add new members)
- The percentage of the LLC that each member owns
- How profits and losses are allocated between the members (typically based on ownership percentages)
- Limitations on transferability
- What each member is contributing to the LLC and what happens is such contributions are not made.
- The authority of the members, officers, managers, committees, etc.
- How meetings are conducted
One of the reasons we recommend using an LLC formation company like IncFile is that they can provide you with a company agreement in connection with their LLC formation services.
Step 4: Get an EIN
After you form an LLC in Minnesota, you can get the EIN. There are a few different ways to get an EIN:
- Apply Online Yourself: The IRS has an online EIN Application you can use to get an EIN. The turn around time on the EIN using this method is only a few minutes.
- Use Form SS-4: You can get an EIN the old fashion way by completing Form SS-4 and mailing or faxing into the IRS. How long does it take to get the EIN this way? According to the IRS: if you mail in Form SS-4, it will take 4-5 weeks to get your EIN. If you fax in Form SS-4 you should have the EIN back in a week if you provide a fax number or 2 weeks if you don’t have a fax number.
- Have a Third-Party Obtain: All of the LLC formation companies have the ability to get the EIN for you. The EIN obtainment charge varies by company, but it is generally between $50 and $100. If you get one of the higher priced packages, they will sometimes throw in the EIN for free.
Step 5: Get Licenses and Permits
After you create your new Minnesota LLC, you’ll need to determine if your business/profession requires any licenses or permits to conduct business.Read more about Minnesota Licensing and Permitting →
Registering a Foreign LLC in Minnesota
If you have a non-Minnesota LLC (aka Foreign LLC) and you are doing business in Minnesota, you may need to register the Foreign LLC in Minnesota. Each state has a different definition of doing business”. In Minnesota, the kinds of activities that would not constitute “doing business” are outlined in the Minnesota Statutes, 322C.0803.
The filing fee for the Certificate of Authority to Transact Business in Minnesota is $205 for expedited in-person or online filings, $185 if submitted by mail.See more about registering a foreign LLC in Minnesota →