Limited liability companies (LLCs) in Minnesota are affordable and easy to form. And as with other states, the State of Minnesota has some unique LLC requirements.
Interested parties must register with the Secretary of State by filing the necessary forms, paying the necessary fees and meeting all naming and formation requirements.
The specifications required of a Minnesota LLC are as follows:
Registration. File Articles of Organization with the Secretary of State. The form may be filed online, in person or by mail and should be accompanied by the required filing fee. Be sure to include the following information:
- LLC name
- Name and address of registered agent
- Duration, if applicable
- Name, address, signature and date of organizer
- Email address
- Phone number
Be sure to also include the necessary filing fees.
Forms and fees. LLC registrants are required to file Articles of Organization accompanied by the appropriate filing fee. Fess are $155 with expedited service for online and in-person submissions and $135 for filings submitted by mail. Fees can change, check with the Secretary of State for the most recent fees.
Timeline. The usual processing time for business forms and documents is between two to five business days. Expedited processing services are available for an additional fee.
Naming requirements. LLC naming requirements can be confusing. However, the easiest way to ensure that your LLC name will be approved is to make it distinguishable from other LLCs and include specific words required of LLCs. You may opt to have a preferred name checked for availability before filing your LLC formation documents with the Secretary of State.
Formation requirements. To form an LLC, a registrant must first file Articles of Organization with the Secretary of State.
An LLC with more than one member is also strongly advised to have a limited liability operating agreement among its members.
Starting an LLC in Minnesota
Before you begin the registration process for an LLC in Minnesota, it’s important to know what an LLC is and whether or not it is a viable business structure for your company, so be certain to read up on the definition and benefits of an LLC.
These steps will guide you through the LLC registration process with the Minnesota Secretary of State:
1. Decide on a name for your business. You can choose any name for your LLC as long as it ends with “Limited Liability Company” or any variation of its abbreviation—e.g., LLC.
A name may be reserved for up to 12 months. You must file a name reservation application with the Secretary of State. The non-refundable fee is $50 if the form is submitted online or in person and $35 if submitted by mail. The name reservation form must include:
- Desired name for the LLC
- Name and address of applicant
- Signature of registered agent and date
- Daytime phone number and contact person
A preferred name may be checked for availability by accessing the Secretary of State’s website.
2. Assign an agent for service of process. Registered agents are individuals or corporations authorized to do business in the state and which have permanent addresses in Minnesota. Registered agents accept legal documents on behalf of the LLC and make sure its members are notified.
3. Get an Employer Identification Number (EIN) from the IRS. If there are two or more members in your LLC, your company will need to obtain an EIN from the IRS, for tax purposes.
4. Create an operating agreement. Although LLCs in Minnesota are not required to have a limited liability company operating agreement, it is wise to have one in place with other members should your LLC have more than one member. The State of Minnesota recognizes limited liability company operating agreements as governing documents.
5. Familiarize yourself with the LLC’s continuing legal obligations, specifically annual renewals. Per Minnesota Statute Chapter 322B, annual renewals must be filed yearly with the Secretary of State. These reports are filed online or by mail and can be done anytime before December 31. There is no filing fee and the LLC must be active and in good standing with the state. The renewal form must include the following information:
- File number and home jurisdiction, which is available on your filed Articles of Organization
- Registered agent’s name and address, if applicable
- Principal office address
- Name and address of a member or manager
- An email address where the Secretary of State may send notices
- A daytime number and contact person
Make sure that your LLC, should it offer professional services, meets Minnesota state legal requirements.
Additional continuing legal obligations may include, but are not limited to, state taxes, annual or biennial reports and so on.
Filing an LLC and Fees
Following are the forms and fees that are required when starting an LLC in Minnesota:
1. Forms. First, you need to complete and submit Articles of Organization to the Minnesota Secretary of State. This can be done online, in person or by mail and must be accompanied by the filing fee.
2. Fees. The filing fee for Articles of Organization is $155 if submitted online or in person and $135 if submitted by mail.
3. Limited liability company operating agreement. Although the LLC operating agreement will not be submitted to the Secretary of State, it is a good idea to have one in place for LLCs with more than one member. This document should be kept on file by the registered agent.
4. Taxes. LLCs in Minnesota are treated as corporations, limited liability partnerships or single-member LLCs and are subject to federal income tax classifications. Depending on the type of taxation you opt to have for your LLC, you will have different federal tax responsibilities.
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