Form a Minnesota LLC
Let LegalZoom walk you through the process of becoming a limited liability company today. With our help, creating an LLC is clear, simple, and can be done online in three easy steps. Protect your personal assets, organize your business however you want, and get the fringe benefits of a legally established business entity.
When you form your Minnesota LLC with LegalZoom, we prepare and file your articles of organization with the Minnesota Secretary of State. We also conduct a name search for your Minnesota LLC to assist you in the preparation of your operating agreement and other customized services corresponding to your needs. Once your articles of organization have been successfully filed, your Minnesota LLC has been formed and begins its existence as a legal business entity.
LegalZoom LLC Overview
Registering a Limited Liability Company Name: Choosing a business name is one of the first steps in the process of forming your Minnesota Limited Liability Company. The name that you choose:
Must contain, as the last words of the name, words "limited liability company," or must contain the abbreviation "LLC"
May not contain a word or phrase that indicates or implies that is organized for a purpose other than legal business purpose
May not contain the word corporation or incorporated and must not contain the abbreviation of either or both of these words
Must be distinguishable from the name of each Minnesota limited liability company, limited liability partnership, corporation, and limited partnership, whether profit or nonprofit, and each foreign limited liability company, limited liability partnership, corporation, and limited partnership authorized or registered to do business in this state, whether profit or nonprofit, and each name the right to which is, at the time of organization, reserved
A LLC may apply to the Minnesota Secretary of State for authorization to use a name that is not distinguishable if:
The written consent of the holder of the rights to the reserved or registered name
A certified copy of a final court decree in this state establishing the applicant's prior right to use the name
The applicant's affidavit that the entity has been organized, incorporated, or on file in this state for at least three years prior or has been authorized or registered to do business in this state for at least three years prior to the affidavit, but has not during that period filed any document and the applicant has mailed written notice to the entity by certified mail, return receipt requested, properly addressed to the registered office or agent of the entity stating the intent to use a name that is indistinguishable and the notice has been returned as undeliverable and has been unable to find any telephone listing for entity and the applicant has no knowledge of the entity currently engaging in business in this state
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check for your Minnesota Limited Liability Company before filing to see which names are available.
Registering a Limited Liability Company Name: Once you have chosen an available name, LegalZoom can help you register your name with the state.
Articles of Organization: In any Minnesota LLC formation, articles of organization must be signed by at least two persons organizing the LLC and delivered, along with a copy, to the Minnesota Secretary of State for filing. State law requires that certain information be included in the articles of organization of your Minnesota LLC formation. This information must include:
The LLC name
The period of LLC's duration
The name and address of each organizer
The street address of the LLC's initial registered office
The name of the LLC's initial registered agent at the above address
Filing: Your LLC is considered organized once the original executed articles of organization are delivered to the Secretary of State by one or more persons at least 18 years of age. A certificate of organization will be issued and delivered along with the conformed copy to the representative of the LLC. The original articles of organization will in turn be filed with the Secretary of State along with the month, day and year of filing.
Additionally, a Minnesota LLC formation generally requires inclusion and/or considering of the following:
Operating Agreement: Although not required, LLC members may adopt an operating agreement to regulate the internal affairs of the company, including the management of the LLC, which may also be amended and repealed as allowed by the agreement or applicable law.
Membership: A LLC must have one or more members. Requirements:
Minimum Number of Members: A limited liability company must have one or more members
Eligibility Requirements: A natural person
Procedure for Membership: A person may be admitted as a member of a LLC either at formation, by signing the initial operating agreement or after formation, by complying with the operating agreement or, if the operating agreement is silent, upon the unanimous vote of the members entitled to vote.
Resignation of Membership: A member always has the power, though not necessarily the right, to terminate the member's membership by resigning or retiring at any time. Certain prohibitions exist surrounding the right of a member to resign from the company.
A member may not resign from a limited liability company except in accordance with the operating agreement or articles of organization.
Contribution:The contributions of a member to the LLC may consist of money, property, rendering services to or for the benefit of the limited liability company, or a written obligation signed by the person to pay money or property or to perform services to or for the benefit of the limited liability company
Registered Agent In Minnesota
LegalZoom can also provide your business with a Registered Agent in Minnesota. Every Minnesota LLC must continuously maintain a registered office and agent ?the person or office specified to receive official state correspondence and notice if the company is "served" with a lawsuit.
Eligibility Requirements: A registered agent in Minnesota may be: (1) a natural person residing in this state, (2) a domestic corporation or a domestic limited liability company, or (3) a foreign corporation or foreign limited liability company authorized to transact business in this state. The registered agent must maintain a business office that is identical with the registered office.
Registered Office: The registered office may be, but does not need to be, the LLC's place of business. A registered agent in Minnesota, however, must maintain a business office that is identical with the registered office.
Minnesota Secretary of State
Once a Minnesota LLC has been created, the Minnesota Secretary of State will require certain recurring responsibilities and duties. The most important of these are explained below. For further information, refer to the Minnesota Secretary of State office.
Annual Financial Statement:A limited liability company shall prepare annual financial statements within 180 days after the close of the LLC's fiscal year. The financial statements must include:
At least a balance sheet as of the end of each fiscal year
A statement of income for the fiscal year, prepared on the basis of accounting methods reasonable in the circumstances.
The financial statements may be consolidated statements of the LLC and one or more of its subsidiaries.
If audited by a public accountant, each copy must be accompanied by an opinion report of the accountant. In other cases, each copy must be accompanied by a statement of the treasurer or other person in charge of the LLC's financial records stating (with reasonable belief) that the financial statements were prepared in accordance with reasonable accounting methods, describing the basis of presentation, and describing any respects in which the financial statements were not prepared on a basis consistent with those prepared for the previous years.
Records: Each limited liability company shall keep the following records open to inspection at its office:
A current list of the full name and last-known business, residence, or mailing address of each member, each governor, and chief manager
A current list of the full name and last-known business, residence, or mailing address of each assignee of financial rights other than a secured party, and a description of the rights assigned
A copy of the articles of organization and all amendments to the articles
Copies of any currently effective written bylaws
Copies of the LLC's federal, state, and local income tax returns and reports, if any, for the 3 most recent years
Records of all proceedings of members for the last three years
Records of all proceedings of the board of governors for the last three years;
Reports made to members generally within the last three years;
Member control agreements
A statement of all contributions
An explanation of any restatement of value
Any written consents obtained from members under this chapter
A copy of agreements, contracts, or other arrangements or portions of them
Acts Triggering Dissolution: A LLC is dissolved upon the happening of any one of the following events:
When the period fixed in the articles for the duration of the LLC expires
By order of a court
By action of the organizers
By action of the members
For LLC's formed prior to August 1, 1999, unless otherwise provided in the articles or operating agreement, upon the occurrence of an event that terminates the continued membership of a member unless
o there is at least one remaining member and the existence and business of the limited liability company is continued by the consent of all the remaining members obtained no later than 90 days after the termination of the continued membership
o if the membership of the last or sole member terminates and the legal representative of that last or sole member causes the limited liability company to admit at least one member;
For LLC's formed on or after August 1, 1999, upon the termination of a member but only if:
o The articles or operating agreement specifically provides that the termination causes dissolution and only as provided in the articles or operating agreement
o If the last or sole member terminates membership and at least one member is not admitted within 180 days
A merger in which the limited liability company is not the surviving organization
A LLC can offer certain tax advantages over a corporation, including the availability of more deductions. Additionally, a LLC is not required to be a separate tax entity like a corporation; instead it can be a "pass-through entity" so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.
Federal Income Tax: Unless you elect to tax the LLC as a corporation, the IRS treats single-member LLCs as sole proprietorships for tax purposes. This means the LLC itself does not pay taxes and does not have to file a tax return. Unless you elect to tax the limited liability company as a corporation, the IRS treats multi-owned LLCs as partnerships for tax purposes. This means that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself. If you desire, by filing IRS Form 8832, you may elect corporate taxation if you regularly need to keep a substantial amount of profits in your LLC.
State Income Tax: The LLC tax rate for Minnesota is variable, based on Minnesota taxable net income.
Federal Tax Identification Number: Your LLC may need to obtain a federal tax identification number (also known as an employment identification number/ EIN), which is similar to an individual's social security number. Generally, you will not need a separate EIN number for your LLC as long as you are the sole owner and the LLC has no employees. However, if you are not the sole owner of the LLC or if the LLC has employees, your LLC will need a separate EIN number to open a bank account and for certain tax filing requirements LegalZoom can prepare your Federal Tax ID Application if you have not already done so.
Filings must be made with the Minnesota Secretary of State, along with the correct filing fee. When appropriate, a check payable to the State of Minnesota must accompany the document, covering all charges for the Secretary of State.