How to Form an LLC in Minnesota

A limited liability company (LLC for short) is a way to legally structure a business. It combines the limited liability of a corporation with the flexibility and lack of formalities provided by a partnership or sole proprietorship. Any business owner who seeks to limit his or her personal liability for business debts and lawsuits should consider forming an LLC.

Here are the steps you need to take to form an LLC in Minnesota. For more information on how to form an LLC in any state, see Nolo's article How to Form an LLC.

1. Choose a Name for Your LLC

Under Minnesota law, an LLC name must contain the words "Limited Liability Company" or the abbreviation "LLC."

Your LLC’s name must be distinguishable from the names of other business entities already on file with the Minnesota Secretary of State. Names may be checked for availability by searching the Minnesota business name database. You may reserve a name for 12 months by filing a Name Reservation wiith the Office of the Minnesota Secretary of State Business & Lien system. The application may be filed online or by mail. The filing fee is $50 for filing by mail, $55 for onlne and in-person filings.

2. Appoint a Registered Agent

Every Minnesota LLC must have an agent for service of process in the state. This is an individual or business entity that agrees to accept legal papers on the LLC’s behalf if it is sued. The registered agent must be a Minnesota resident, a Minnesota business entity, or a foreign business entity authorized to do business in Minnesota. Your LLC may not act as its own agent. The registered agent must have a physical street address in Minnesota.

3. File Articles of Organization

A Minnesota LLC is created by filing Articles of Organization with the Minnesota Secretary of State. The articles must include:

• the LLC's name
• the name and address of the LLC’s registered agent
• the name, address, and signature of the LLC's organizer, and
• an email address and phone number.

The articles may be filed online or filed by postal mail. The filing fee is $135 for filing by mail and $155 for online and in-person filings.

4. Prepare an Operating Agreement

An LLC operating agreement is not required in Minnesota, but is highly advisable. This is an internal document that establishes how your LLC will be run. It sets out the rights and responsibilities of the members and managers, including how the LLC will be managed. It can also help preserve your limited liability by showing that your LLC is truly a separate business entity. In the absence of an operating agreement, state LLC law will govern how your LLC operates.

5. Comply With Other Tax and Regulatory Requirements

Additional tax and regulatory requirements may apply to your LLC. These may include:

EIN: If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN), even if it has no employees. If you form a one-member LLC, you must obtain an EIN for it only if it will have employees or you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online application on the IRS website. There is no filing fee.

Business Licenses: Depending on its type of business and where it is located, your LLC may need to obtain other local and state business licenses. For local licenses, check with the clerk for the city where the LLC's primary place of business is located (or county if it is in an unincorporated area). For state license information, check the State of Minnesota Elicensing portal. For more information, see Nolo's article How to Get a Small Business License in Minnesota.

Department of Revenue: In some cases, for example if you have employees or will be selling goods and collecting sales tax, you’ll need to register with the Minnesota Department of Revenue (DOR). You can register online using the DOR’s e-Services webpage. For more information on Minnesota LLC tax registration, see Nolo's article Minnesota LLC Annual Filing Requirements.

6. File Annual Renewals

All LLCs doing business in Minnesota must file an annual renewal once every calendar year with the Minnesota Secretary of State. The renewal can be filed any time before December 31. The renewal can be filed online or by mail. A paper renewal form is available. The filing fee is $45 for online and in-person filings, and $25 for filings by mail. For more information on Minnesota LLC annual renewals, see Nolo's article Minnesota LLC Annual Filing Requirements.

All of the paperwork and procedural steps to start a limited liability company in Minnesota can be done online using Nolo's Minnesota Online LLC Formation application.

7. Foreign LLCs Doing Business in Minnesota

To do business in Minnesota, all LLCs organized outside of the state must register with the Minnesota Secretary of State. Foreign LLCs must appoint a registered agent for service of process physically located in Minnesota. To register, file a Certificate of Authority to Transact Business in MN (LLC). The application may be filed online or by mail. The filing fee is $205 for online and in-person filings, and $185 for filings by mail.

Before filing, make sure the LLC’s name is available in Minnesota by checking the Minnesota business name database. If the name is not available, the foreign LLC must adopt an assumed name for use in Minnesota.