Forming a limited liability company (LLC) in Minnesota can be a smart move, since it allows you to receive some liability protection and enjoy certain tax benefits. And, luckily, Minnesota is a business-friendly state that makes the process of forming your business simple.
To start your LLC, you’ll need to choose a name, appoint a registered office, and file your articles of organization. Our step-by-step guide will walk you through the process.
What is a Minnesota LLC?
An LLC—or limited liability company—is a business entity type that provides a level of separation between the owner’s personal assets and the company’s business debts. They can be a popular business structure for small business owners since they provide more liability protection than a sole proprietorship and more flexibility than a corporation.
Another benefit of an LLC is that they allow for pass-through taxation, meaning owners pay taxes on any business profits on their personal income tax return. This differs from corporations, which are subject to taxes at both the corporate level and the individual level.
Minnesota LLC formation at a glance
Before diving into the specifics, here’s a brief breakdown of what you need to know about forming an LLC in the North Star State:
Cost: $135 (mail) or $155 (online) state fee
Processing time: 5–7 business days (mail), 24 hours (online)
Annual fee: $0 (annual renewal due December 31)
Registered agent: Required (physical MN address)
Operating agreement: Not required by law, but strongly recommended
How to form a Minnesota LLC, step-by-step
1. Choose your business name
Before you start the business registration process, you need a name.
Your business name must be distinguishable from other business names. In Minnesota, this means that it must have at least one letter or numeral different from another business. Acceptable differences include:
- Pluralization (Ex: Fine Wine Emporium vs. Fine Wines Emporium)
- Abbreviations (Ex: Mrs. Flo’s vs. Missus Flo’s)
- Misspellings (Ex: Quick Shop vs. Kwik Shop or Easy Peasy vs. EZ Peasy)
- Numerals vs. Roman numerals (Ex: Weed Killer 2 vs. Weed Killer II)
- Numerals vs. written out (Ex: These Three Bears vs. These 3 Bears)
- Entity designations (Ex: Roosevelt Inc. vs. Roosevelt LLC)
In addition to being different enough, your Minnesota business name should:
- Be in English
- Contain the words “limited liability company” or one of the following abbreviations: LLC, L.L.C., L. L. C.
- Not contain the word corporation
- Not imply that your business is organized for illegal activity
- Not include words implying association with a restricted or regulated industry, such as “bank” or “insurance,” unless those are business activities you are licensed to perform and you have proper authorization
Once you’ve chosen a business name that you like, you’ll perform a search on the Minnesota Secretary of State’s website to confirm that name is available to use. You can also use our free Minnesota LLC lookup for a quick check.
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If your desired name is available, but you’re not yet ready to file your articles of organization, you can pay to reserve your name for up to 12 months. The cost to reserve your name is $35 if filing by mail, or $55 if filing in person or online.
If another business has already reserved that name or is using it, then you’ll need to pick a different one.
2. Appoint a registered office
In Minnesota, you must maintain a registered office. A registered office is a physical location (not a P.O. box) where a person representing the business can be found. A registered office functions similarly to a registered agent, which is required by most other states for LLCs.
The registered office can be the place where the business is located or somewhere else. It must be a full address, including a zip code. In Minnesota, you may designate a registered agent in addition to your registered office, though it is not required.
Hiring a service to serve as your registered office can be beneficial for a number of reasons, especially if you need to travel often for your business or if your regular day-to-day responsibilities require you to move around. Since registered agents must be available at their registered office at all times during business hours, it can significantly impact your ability to perform your other duties.
LegalZoom’s Deephaven-based registered office offers fully qualified registered agent services, plus unlimited document scanning and uploading, compliance calendar reminders, and junk mail filtering.
If your LLC moves or changes its registered agent, you must submit a change of address/agent form to the Minnesota Secretary of State. If you switch to LegalZoom, we’ll take care of the paperwork for you.
3. File articles of organization
Your next step in starting your LLC Minnesota is to file your articles of organization. This document requires you to fill out your:
- Business name
- Registered office address
- Names and addresses of the organizers of the LLC
- Email address for official notices
- Phone number for questions about the form
The articles of information form can be filed online, in person, or by mail. When filing, you’ll be required to pay a filing fee. The fee differs based on how you submit the form.
- By mail: $135
- Online and in-person filing: $155
To file by mail, send your completed form to:
Minnesota Secretary of State - Business Services
First National Bank Building
332 Minnesota Street, Suite N201
Saint Paul, MN 55101
4. Create an operating agreement
Once you’ve registered your Minnesota limited liability company, it’s time to think about how you’re going to build and operate the business.
An LLC operating agreement is not required by Minnesota law, but it can help you outline the ownership structure, each person’s roles, and how you want the business to operate. Plus, it may be required for funding, bank accounts, or other business development opportunities.
For example, you can use your operating agreement to define ownership percentages and profit distribution details, outline who has decision-making authority, and establish buyout procedures if a member wants to leave. Defining this information upfront could potentially save you from costly disputes down the road.
LegalZoom offers a free Minnesota LLC operating agreement template you can download online. Or, we can create a customized agreement tailored to your specific business structure for just $99.
Building a business is enough work as it is. We'll help you start your LLC with confidence.
5. Obtain an EIN and open a business bank account
An employer identification number (EIN) is like a social security number for your business. Your EIN will be used to file your federal tax returns for your business. You will also use your EIN to open a business bank account and hire employees.
You can apply for an EIN through the Internal Revenue Service (IRS) website, or let us handle it for you.
6. Register for state taxes and business licenses
In addition to your EIN from the IRS, you also need a Minnesota Tax ID Number. You can apply for this through the Minnesota Department of Revenue. You’ll use this number to pay your state taxes and apply for any required business licenses.
Minnesota doesn’t require a state business license for all businesses. You might need a business license depending on your industry or what products you sell. You can search the Minnesota business license page to find out if your specific business requires a license.
How much does a Minnesota LLC cost?
The primary cost associated with forming your Minnesota LLC is the cost to file your articles of organization. As noted above, this fee is $135 for filing by mail or $155 if filing online or in person.
However, there are other optional costs associated with LLC formation that you may want to factor in. These include:
- Reserving your desired business name ($35–$55)
- Professional registered agent service ($100–$300 per year)
- Help drafting your operating agreement ($0–$500, depending on whether you DIY or get attorney guidance)
Ongoing requirements for Minnesota LLCs
Forming an LLC in Minnesota can be a relatively straightforward process. But once your business is up and running, there are additional steps you need to take to keep your business in full compliance with the law.
Annual reporting requirement
In Minnesota, LLCs are required to file a free annual report, which provides a summary of your company’s financial performance and activities over the prior fiscal year. The annual renewal form must be filed by December 31 each year to remain in good standing with the state of Minnesota.
The form asks for basic information about the business, including its name, registered office address, and contact information of the business owners. Additionally, it includes a short survey with questions relating to the number of employees, the nature of any business activities, and gross revenue.
Starting a business takes courage. LegalZoom makes sure the legal details don’t stand in your way, from the day you register until the day you retire.
Tax obligations
As mentioned previously, LLCs benefit from pass-through taxation, meaning that business owners pay tax on any business income on their personal tax returns. This is true for both single-member LLCs, which are taxed as sole proprietorships, and multi-member LLCs, which are taxed as partnerships.
Optionally, you may also elect to have your LLC taxed as an S corp, which may help reduce self-employment taxes if your business income is significant. Your LLC must meet certain criteria to file as an S corp, however, so it may be helpful to consult with a tax professional when deciding whether this type of filing is right for you.
Business license renewals
Many business licenses must be renewed at a regular cadence, sometimes annually. This includes professional licenses, state licenses, and licenses issued at the federal level. Depending on the nature of your business, you may have several to keep track of. It’s important to maintain accurate compliance calendars to ensure you don’t miss any renewal deadlines for any of your required licenses, as failure to renew on time could lead to fees and penalties, including dissolution of your business.
When you choose LegalZoom to help you form your LLC you can choose from packages that include services to help you stay on top of your compliance obligations, including reminders of annual report deadlines and tax consultations from 1800-Accountant.
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FAQs about Minnesota LLCs
How long does it take to form an LLC in Minnesota?
The time it takes to file your articles of organization in Minnesota will largely depend on the filing method you choose, as documents are typically handled in the order in which they are received. It can be a good idea to allow 1–2 weeks for standard processing by mail, though it’s possible your documents may be processed quicker.
If you elect expedited processing, these requests are typically handled in 3–5 business days.
How do I form a professional limited liability company (PLLC) in Minnesota?
If you are a licensed professional—such as a doctor, lawyer, accountant, or another occupation requiring licensure—you’ll need to file articles of organization like any other business. However, you must also attach a sworn statement acknowledging your intent to operate subject to Minnesota Statutes, Chapter 319B.01 to 319B.12, as well as a list of the services you intend to offer that are covered by the same statues.
Detailed instructions for filing as a PLLC are included on the standard articles of organization document.
What if I have an LLC in Minnesota but I want to expand my business to other states?
If you’re interested in expanding your business into other states, you will also need to register as a foreign LLC in those states. Registering a business in another state requires filing a document such as a certificate of registration or qualification.
Each state has its own process for registering as a foreign LLC. You can find out about that state’s process online by looking at their Secretary of State’s website. You will likely need your certificate of good standing during this registration process.
Do I need a certificate of good standing for my Minnesota LLC?
If you are taking out a loan or applying for a payment processing system, you may be asked for a certificate of good standing.
You can apply for a certificate of good standing through the Minnesota Secretary of State. You will pay $15 online to get your certificate, or $5 by mail or in person. Though not always required, it can be helpful to have a certificate of good standing while setting up your business.
What happens if I miss my annual renewal deadline?
It’s critical to file your annual renewal before the December 31 deadline to ensure your LLC remains in good standing with the state. If you file late or fail to file entirely, you could be subject to fees or additional penalties. In extreme cases, it may even result in dissolution of your business. Maintaining a good compliance calendar—or hiring a company like LegalZoom to do it for you—can help ensure you never miss a deadline.
Page Grossman and Rudri Bhatt Patel contributed to this article.
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