How to Start an LLC in Minnesota

If you want to start a business in Minnesota, consider creating a limited liability company (LLC). An LLC is a popular business structure among small business owners due to its tax benefits, flexible management structure, and limited liability protection.

Follow these steps to create an LLC in Montana. For more information on how to form an LLC in any state, see our article on how to start an LLC. You can also use our online LLC formation service to register your LLC.

1. Choose a Name for Your Minnesota LLC

As you start your LLC, you'll need to choose a name for your business. You'll need to follow Minnesota's LLC laws around what you can and can't name your LLC.

LLC name must be distinguishable. Your LLC's name must be distinguishable (different) from the names of any businesses on file with the Minnesota Secretary of State (SOS). You can search the SOS's business filings to see whether your proposed business name is available. (Minn. Stat. § 322C.0108 (2024).)

LLC name must include an entity designator. Under Minnesota law, your LLC name must contain the words "limited liability company" or the abbreviation "LLC." (Minn. Stat. § 322C.0108 (2024).)

Name reservation. You can reserve an available business name for one year by filing a Name Reservation with the SOS. You can renew the reservation. You can file the reservation online, in person, or by mail. As of 2024, the filing fee to reserve a name is $55 for in-person and online filings and $35 for mail filings. (Minn. Stat. § 322C.0109 (2024).)

Using an assumed name. You can use a name for your LLC that's different from your LLC's legal name listed in its articles of organization. This alternative name is sometimes called an "assumed name," "DBA" (short for doing business as), "trade name," or "fictitious business name." If you use an assumed name, you must register it by filing a Certificate of Assumed Name with the SOS. You'll need to file an annual renewal to keep your assumed name registration active. (Minn. Stat. §§ 333.001 and following (2024).)

2. Appoint a Minnesota Registered Agent

Minnesota is relatively unique in its registered agent requirements. Minnesota law requires LLCs to have a registered office. However, LLCs in Minnesota can, but aren't required to, have a registered agent.

A "registered agent" is a person or business that agrees to accept legal papers on a company's behalf and forward the documents to the represented entity. A registered agent is often called an "agent for service of process."

Your LLC is required to have a registered office in the state. The office doesn't have to be the same as your LLC's principal office. Your registered office can't simply be a post office box; it must be an actual office location. If you choose to have a registered agent, then the agent must have a business office that's identical to the registered office address.

In Minnesota, a registered agent can be either a:

• Minnesota resident
• Minnesota corporation or LLC, or
• foreign corporation or LLC authorized to do business in Minnesota.

(Minn. Stat. § 5.36 (2024).)

3. File Articles of Organization With the SOS

You can create a Minnesota LLC by filing Articles of Organization with the SOS. The articles must include:

• the name of the LLC
• the street address of the LLC's registered office
• the name of the LLC's registered agent, if any, and
• the name and street address of each organizer.

(Minn. Stat. § 322C.0201 (2024).)

You can file your articles online using the Minnesota Business & Lien System (MBLS). You can also mail a physical copy of the articles to the SOS. You can find links to PDF versions of LLC forms on the SOS website.

As of 2024, the filing fee for Minnesota Articles of Organization is $155 if filed online or in person and $135 if filed by mail.

4. Prepare an Operating Agreement

Minnesota, like most states, doesn't require an LLC to adopt an operating agreement. However, it's crucial to create this organizational document for your company. An operating agreement—like bylaws for a corporation—will establish the rules and procedures for how your LLC will operate, including your LLC's management structure.

You don't need to file your operating agreement with the state but you should put it in writing.

This operating agreement should generally cover:

• the relations among the members as members and between the members and the LLC
• the rights and duties of managers
• the activities and affairs of the company and the conduct of those activities and affairs, and
• the means and conditions to amend the operating agreement.

(Minn. Stat. § 322C.0110 (2024).)

Adopting an operating agreement has many meaningful advantages. It allows the LLC members to create their own rules for their company. In the absence of an agreement, the state's default rules under the Revised Uniform LLC Act will govern the LLC's operations.

In addition, an operating agreement can help preserve your limited liability by showing that your LLC is truly a separate business entity from its owners. Moreover, investors and banks typically like to see an LLC's operating agreement when determining whether to invest or loan money to the company.

For help creating an LLC operating agreement, you can use our online LLC formation service.

5. Get an EIN and Comply With Tax and Regulatory Requirements

Other tax and regulatory requirements might apply to your LLC. For instance, your LLC might need to obtain an EIN, apply for business licenses and permits, and register for business taxes.

EIN. If your LLC has more than one member, it must obtain a federal employer identification number (EIN), even if it has no employees. If you form a single-member LLC, you must obtain an EIN for your LLC only if you'll have employees or you elect to have your LLC taxed as a corporation instead of a sole proprietorship (disregarded entity). You can obtain an EIN by completing an online EIN application on the IRS website. There's no filing fee.

Business licenses. Depending on your business activities and location, your LLC could need to obtain 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's in an unincorporated area). For state license information, check out the Minnesota ELicensing portal. For further guidance on regulatory requirements for your business, read how to get a small business license in Minnesota.

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 your LLC via MN e-Services to file and pay taxes online. For more information on Minnesota LLC tax registration, check out our article on LLC annual report and tax filing requirements in Minnesota.

FAQ About Minnesota LLCs

Here are some other questions you might have about your Minnesota LLC.

• Should I form an LLC in Minnesota?
• How much does it cost to form an LLC in Minnesota?
• Do I need to submit an annual report for my LLC in Minnesota?
• Are there any other maintenance requirements for Minnesota?
• Do I need an operating agreement for my Minnesota LLC?
• Do I need a business license in Minnesota?
• Are there Minnesota business taxes I need to pay?
• Can a foreign LLC do business in Minnesota?
• Can I form a single-member LLC in Minnesota?
• Can I form a professional LLC in Minnesota?
• How do I dissolve my LLC when I'm done?

Should I form an LLC in Minnesota?

If you're just starting your business or have already been operating as a sole proprietor, you should consider forming an LLC. LLCs limit an owner's personal liability for business debts and lawsuits and offer a lot of flexibility when it comes to ownership, management, and taxation of the business.

To learn more about LLCs and decide if it's the right business structure for you, see our article on LLC basics.

How much does it cost to form an LLC in Minnesota?

Below are the fees (as of 2024) you might need to pay to form your LLC in Minnesota:

• To file Articles of Organization, you'll need to pay a fee of $155 if filed online and $135 if filed by mail.
• You can reserve your LLC name with the SOS for $55 if filed online and $35 if filed by mail.

Filing on your own is often the cheapest option, but completing all of the forms and filing them yourself can be complicated. Hiring a lawyer is another option, but it will often cost you hundreds, if not thousands, of dollars in the process. If you'd like help completing all the filings, try our online LLC formation service.

To learn more about the costs associated with forming and running an LLC, see our article on how much it costs to form an LLC.

Do I need to submit an annual report for my LLC in Minnesota?

Yes. You must file an annual renewal with the SOS each year. You can file the renewal any time before December 31. Your first renewal is due the calendar year following the calendar year that you filed your articles of organization.

You can file the renewal online, by mail, or in person. As of 2024, there's no fee to submit the renewal.

(Minn. Stat. § 322C.0208 (2024).)

Are there any other maintenance requirements for LLCs?

Apart from annual renewals, your LLC will need to file and pay applicable taxes to the local, state, and federal governments. In addition, your LLC might need to obtain and periodically renew any required general or special business licenses or permits. You'll be responsible for keeping track of these maintenance requirements to keep your LLC in good standing and legally compliant.

Starting in 2024, all LLCs were previously required to submit a beneficial ownership information (BOI) report to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of Treasury. However, in March 2025, after some constitutional challenges, FinCEN revised the BOI reporting rule so that the requirement only applies to companies created outside the U.S. So, if you form your LLC within the U.S., then you no longer need to worry about the BOI reporting requirement.

Do I need an operating agreement for my Minnesota LLC?

You're not required to have an operating agreement in Minnesota. Though, it's highly advisable to have one. An operating agreement can help protect your limited liability status, prevent financial and managerial misunderstandings among members, and ensure that you choose the rules that govern your business instead of your state's default rules.

Do I need a business license in Minnesota?

Minnesota doesn't issue a general business license at the state level. However, depending on your industry, you might need to apply at the state level for a license specific to your business activities. In addition, your local government might have requirements and restrictions related to all or certain types of businesses.

In addition, you could need professional licenses, tax licenses or registrations, safety certifications, or environmental permits.

The Minnesota ELicensing portal is a great resource for new business owners. You can search licenses by topic and agency. You can find licenses related to business, environment, professionals, recreation, and transportation.

You can also find extensive details about state and local regulatory requirements in our Minnesota business license article.

Are there Minnesota business taxes I need to pay?

Your LLC will likely be responsible for paying at least some type of business tax. LLCs are considered "pass-through entities" (PTEs) by default, meaning the responsibility for paying taxes on the LLC's income passes through to the members. So, in this case, you'll report and pay taxes on your share of the LLC's income on your personal tax return.

However, there are other taxing scenarios that you should be aware of. Some LLCs elect to be taxed as a corporation rather than as a partnership (a type of PTE). Alternatively, Minnesota allows LLCs to elect PTE status. If you elect PTE status for your LLC, then you can have your LLC taxed at the entity level on behalf of the members (owners). You'd then claim a tax credit on your personal return for the tax already paid by your LLC. You'll make these elections and report and pay these state taxes to the DOR.

In addition to income tax, your LLC might be responsible for reporting and paying sales tax, withholding employee wages, and paying unemployment insurance (UI) tax. You'll register to withhold and pay wages and to report and pay sales tax through the DOR. You'll need to register to pay the UI tax through the Minnesota UI Program.

See our article on Minnesota tax filing requirements for more details.

Can a foreign LLC do business in Minnesota?

Yes. To do business in Minnesota, all LLCs organized outside of the state (called "foreign LLCs") must register with the SOS. Your foreign LLC must appoint a registered agent for service of process that's physically located in Minnesota.

To register, file a Certificate of Authority to Transact Business in Minnesota with the SOS. You can file the certificate online via MBLS, by mail, or in person. As of 2024, the fee to register your foreign LLC in Minnesota is $205 if filed online or in person and $185 if filed by mail.

Before filing, make sure your LLC's name is available in Minnesota by searching through the SOS's business filings. If your name isn't available, you must adopt an alternate name for your LLC to use in Minnesota.

(Minn. Stat. §§ 322C.0801 and following (2024).)

See our guide to qualifying to do business outside your state for more information.

Can I form a single-member LLC in Minnesota?

Yes. For most formation purposes, a Minnesota single-member LLC is considered the same as a multi-member LLC. The steps to form a single-member LLC in Minnesota are generally the same as those listed above.

Single-member LLCs do have additional flexibility when it comes to filing a tax return. To learn more, see our article on how single-member LLCs pay federal income tax.

Can I form a professional LLC in Minnesota?

Yes. If you provide a licensed professional service in Minnesota and want limited liability protection, you can form what Minnesota calls a "professional firm." A "professional firm" can be an LLC, corporation, or limited liability partnership.

So if you'd like to create a professional LLC, then you'll simply file Articles of Organization with the SOS as you would a regular LLC. However, you'll need to comply with a few additional requirements. In your articles, you'll need to include the following:

• a statement that your LLC elects to operate as a professional firm and be subject to the Minnesota Professional Firms Act (Chapter 319B.01 to 319B.12)
• the professional service that your LLC is authorized to provide, and
• an entity designation of "Professional Limited Liability Company," "Limited Liability Company," "P.L.L.C.," "P.L.C.," or "L.L.C." in your LLC name.

For the most part, if you provide a service that requires you to obtain a license, registration, or certificate, then you provide a professional service and can form a professional firm. However, your profession might face some restrictions or additional requirements. You should check the state's laws around your profession and check in with your regulating authority before you form a professional LLC. If you have legal questions, talk to a Minnesota attorney who has experience with professional LLCs.

(Conn. Gen. Stat. § 34-243h (2024).)

How do I dissolve my LLC when I'm done?

When you're ready to close your business, you should legally dissolve your LLC to limit your liability for lawsuits and government fees. To dissolve an LLC in Minnesota, you should:

• have the consent of all LLC members (or another occurrence listed in your operating agreement must happen)
• discharge and settle the LLC's debts, obligations, and other liabilities
• settle and close the LLC's activities
• distribute the company's remaining assets, and
• file a Statement of Dissolution with the SOS.

(Minn. Stat. §§ 322C.0701 and following (2024).)

You also need to close your tax accounts and take any other steps necessary to close out your business. See our article on what you need to do when closing your business for more in-depth information and guidance.