Forming an LLC in Minnesota
To start an LLC in Minnesota, you must file Articles of Organization with the Minnesota Secretary of State. You can file the document online or by mail. The Articles of Organization cost $135 to file. Once filed with the state, this document formally creates your Minnesota LLC. However, to actually ready the LLC to do business, you must complete several additional steps.
Everything You Need to Know About Minnesota LLCs:
Minnesota LLC Formation Options
Do It Yourself
Sign up for a free account and use our online tools to start your Minnesota LLC today. Includes Minnesota LLC formation and maintenance walkthrough and company document creation. All for free—just pay state fees.
Skip the state fees! Get a Minnesota LLC and the best of our services today. Includes EIN, hassle-free maintenance, business address & mail forwarding, Privacy by Default®, local Corporate Guide® service, and everything you need to operate at full capacity.
Pay in Full
Includes Minnesota LLC, business address & free mail forwarding, free 60-day Phone Service trial, Privacy by Default®, lifetime support from local Corporate Guides® and a year of registered agent service.
How to Start an LLC in Minnesota
To start an LLC in Minnesota, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file Articles of Organization with the Secretary of State. You can file the document online, by mail, or in person. (In-person services are suspended during the COVID-19 pandemic.) The articles cost $135 to file by mail, and $155 to file in person or online. Once filed with the state, this document formally creates your Minnesota LLC.
According to Minnesota Statute § 322C.0113, Minnesota LLCs must have a registered office. You don’t need to hire a registered agent or office provider, but if you do, make sure your agent will list their address on your articles wherever possible to ensure maximum privacy.
If you’re starting a new business, you probably already know what you want to name your LLC. But you’ll need to know if your preferred name is available. To find out, visit the Minnesota Business Name Search and search until you find the perfect name for your LLC.
Once you know who your registered agent will be and what your LLC name is, you’re ready to file your Minnesota Articles of Organization. Follow along with our filing instructions below:
Filing the Minnesota LLC Articles of Organization
Learn more about each Articles of Organization requirement below. Note that the information you provide becomes part of the public record—permanently.
Or skip the form entirely and hire us to form your Minnesota LLC. We provide a free business address to list whenever possible throughout the filing to better keep your personal address private. And for the cheapest way to start a business? Pay just $40 out the door with our VIP monthly payment option.
1. Company Name
Your LLC name must include “Limited Liability Company” or an abbreviation like “LLC.” The name must be in English (or another language that uses the Roman alphabet), cannot contain the words “corporation” or “incorporated” (or their abbreviations), and cannot already be in use by a different Minnesota entity.
2. Registered Office and Registered Agent
A Minnesota street address must be listed and will become a part of the permanent public record of your LLC. You can list the name of your Minnesota registered agent here as well. Hire Northwest, and our name and address will go here—and you can better keep your personal home or office address private.
There isn’t anything to write here. Minnesota has already filled in this section for you, indicating that the LLC’s duration will be perpetual.
4. Minnesota LLC Organizer
Your organizer is the person who signs and submits your Articles of Organization. They’ll need to include their name and street address, but don’t have to be a member or manager of your LLC. When you hire Northwest, we’ll be your organizer.
5. Email Address
You must include an email. The Secretary of State uses the email to forward official notices. If you decide to put your own email, be sure to tick the box to exclude the email from requests for bulk data. Or, hire us and our email can go here.
6. Contact Information
You’ll need to list a name and phone number for a person who can be contacted about the articles, if needed. When you hire Northwest, we’ll be the point of contact—and you can avoid listing your phone number on this public filing.
Why Have a Registered Agent Form Your Minnesota LLC?
Professionals in Minnesota hire registered agent services like Northwest Registered Agent to start an LLC—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. We have an office in Owatonna, MN. We’re on a first name basis with the people who work in the Secretary of State’s office. We know all the fastest filing methods, which translates to fast, professional service—without extra fees.
As your registered agent, we list our Owatonna registered office address on your LLC’s formation documents. Why? If you’re starting a business from your apartment in Minneapolis, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding, Business Address and More
At Northwest, we do everything a registered agent should do and more. You can list our address as your business address on your state filings. We include limited digital mail forwarding with registered agent service (up to 5 pieces of regular mail per year; $15 a doc after that).
Plan on accepting credit cards? We also offer a Free Credit Card Processing Consultation. Our specialists work with processors to negotiate low rates and better contracts for our clients.
And now, try our in-house Northwest Phone Service for 60 days, free of charge with our formation service. Get a virtual phone number with your choice of area code, make and receive calls from any device, and more—for just $9 a month.
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your LLC in Minnesota. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My Minnesota LLC Is Formed?
After your Minnesota Articles of Organization are approved, you still have a few more important steps to take, including getting an EIN, drafting an operating agreement, opening a bank account, funding the LLC and learning about state reporting and tax requirements.
Get an EIN
An EIN (“Employer Identification Number”) is a federal tax ID assigned to your business by the IRS. The IRS uses your EIN to easily identify your business on tax filings.
Does a Minnesota LLC need an EIN?
Most likely. You’ll need an EIN if you have employees or need to file an information tax return. You’ll also likely use your EIN when you open a business bank account.
How do I get an EIN for my LLC?
You can apply for an EIN directly from the IRS at no cost. Most businesses are able to apply online, but if you don’t have a social security number, you’ll need to apply with a paper form. Want one less thing to do? Add on EIN service when you hire us, and we’ll get your EIN for you. Or choose our VIP service—an EIN is included.
Write an LLC Operating Agreement
Operating agreements put into writing how your business actually operates—how much each member invested, how profits and losses will be allocated, how voting works, and what happens if there’s a dispute or if the whole business (knock on wood) falls apart.
Do I need an operating agreement for a Minnesota LLC?
Minnesota doesn’t legally require an operating agreement. Minnesota Statute § 322C.0110 outlines the potential scope of an operating agreement, but it does not declare an operating agreement’s legal necessity.
That said, an operating agreement isn’t just annoying paperwork. It’s one of your LLC’s most important internal documents, and creating one can help your LLC with everything from opening a bank account to handling major events like mergers and dissolution.
What should be in an operating agreement?
An operating agreement should explain how the business will handle “big picture” situations—everything from allocating profits and losses to dissolving the business. Below is a list of common topics that operating agreements should cover.
Profits, losses, and distributions
Voting rights, decision-making powers, and management
Transfer of membership interest
Dissolving the business
Your operating agreement can cover pretty much anything as long as it isn’t contrary to Minnesota law. Topics not allowed to be changed in the operating agreement are listed in Minnesota Statute § 322C.0110, Subdivison 3, which forbids actions such as varying the power of the court and unreasonably restricting the duties and rights of members/managers.
How do I write an operating agreement?
To write an operating agreement, you need to address how your business will handle money, members, votes, management, and more. Not sure how to get started? At Northwest, we’re here to help your LLC get off on the right foot. When you hire us, we provide your business with a free LLC operating agreement, specific to your management style. We’ve spent years developing these agreements and other free LLC forms—which have been used by over a million LLCs.
Open an LLC Bank Account
Your LLC needs its own bank account. Why? An LLC gets its limited liability from being a distinct entity, separate from its members. If you mix personal and business finances, you could lose your liability protections.
How do I open a bank account for my Minnesota LLC?
To open a bank account for your Minnesota LLC, you will need to bring the following with you to the bank:
A copy of the Minnesota LLC Articles of Organization
The LLC operating agreement
The LLC’s EIN
If there are multiple members in the LLC, you may also want to bring an LLC resolution to open a bank account that states that the person going to the bank is authorized by the members to open the account in the name of the LLC. Northwest can help with this as well—LLC bank resolutions are one of the many free legal forms we provide to ensure you can get your LLC started fast.
Fund the LLC
Time to put some money in that new LLC bank account. What money? For starters, your initial contributions to your LLC’s capital. LLC members are owners, and each owner needs to pay for their membership interest to fund the LLC.
What is membership interest?
Membership interest is your percentage of ownership of the LLC. Membership interest is normally proportionate to your investment. So how does this work?
Imagine your LLC has 5 members. 4 members each invest $1,000 in the business. One member invests $6,000. The total contribution of all members is $10,000. The 4 members each own 10% of the business. The moneybags member who shelled out $6,000 owns 60% of the business.
Typically, this also means that the 4 members would each get 10% of any profits, and moneybags would get 60%. Exactly how profits and losses are allocated, however, can be adjusted in the operating agreement as long as changes are in line with IRS requirements and Minnesota laws.
File Minnesota Reports & Taxes
Minnesota LLCs are required to file a state report each year. This report is basically an information update you file so the state knows who currently runs things and how to contact your business. Minnesota LLCs are also subject to state tax filing requirements.
How much is the Minnesota Annual Report fee?
There is no fee to file the Minnesota LLC Annual Report (also called an “Annual Renewal”). However, if you fail to file, your LLC will be dissolved by the state.
When is the Minnesota Annual Report due?
Your Minnesota Annual Report is due by December 31 each year.
When you sign up for Northwest, we send you reminders for your annual report due dates. Want one less thing to worry about? With our business renewal service, we can complete and submit your annual report for you for $100 plus the state fee.
What should I know about Minnesota LLC taxes?
Minnesota has four marginal personal income tax brackets:
9.85%: $166,041 and up
The state also has a general sales tax rate of 6.875%. Cities and municipalities are allowed to collect their own sales tax, as well. The highest possible sales tax rate in the state can be found in Duluth, at 8.875%, but the average Minnesota sales tax rate is 7.267%.
The Minnesota Department of Revenue also collects an unusual tax/fee that’s simply called the “Minimum Fee.” The fee only applies if your LLC’s property, payroll, and sales total at least $1,050,000. (If you’re taxed as a disregarded entity, you don’t have to pay the fee even if you meet the monetary requirement.) If you owe this fee, the smallest amount you’ll pay is $220, and the largest is $10,480. (This annual tax is adjusted for inflation each year.)
Do LLCs have to register with the Minnesota Department of Revenue?
Probably. Most LLCs will need to register with the Minnesota Department of Revenue by applying for a Minnesota Tax ID. Some common reasons for needing the MN Tax ID include if you make taxable sales, perform taxable services, have employees, or file an S-corp or partnership tax return. You can apply online through MN e-Services.
Minnesota LLC FAQs
How can I submit the Minnesota LLC Articles of Organization?
You can file Minnesota articles online, by mail, or in person. (In-person services are suspended during the COVID-19 pandemic.) Mailed and in-person filings must be submitted to the following address:
Minnesota Secretary of State – Business Services
Retirement Systems of Minnesota Building
60 Empire Drive, Suite 100
St Paul, MN 55103
How much does it cost to start a Minnesota LLC?
The filing fee for your Minnesota LLC Articles of Organization is $135 if filed by mail, and $155 if filed online or in person. (The extra money you pay for in-person and online services goes toward expediting the filing process, so at least you get something out of the deal.)
Hire Northwest for a one-time fee of $380, including state filing fees, a year of registered agent service, limited mail forwarding and loads of useful forms and tools to help get your Minnesota LLC up and running. Or, pay just $40 out the door with our VIP monthly payment option.
How long does it take to start a Minnesota LLC?
Filing times depend on how your articles are submitted. If you submit online, your documents are processed as soon as the payment goes through—aka immediately in many situations. If you file by mail, however, processing times vary based on the office’s current document volume. It can sometimes take up to two weeks for your articles to process.
If you hire Northwest to start your LLC, we file online and typically have your expedited Minnesota LLC formed within 2 days.
Does a Minnesota LLC need a business license?
There is no statewide general business license in Minnesota. However, some occupations and industries do require licensing. For example, a kennel license must be obtained from the Board of Animal Health for any person operating a kennel where dogs or cats are kept. Some cities and counties may require their own licensing, as well. In Minneapolis, for example, there is no general business license, but there are so many occupational license requirements that most businesses end up needing a license anyway.
Need an EIN or a certified copy of your formation docs for your license applications? Northwest can help. You can easily add on these items to your LLC formation order.
Can a Minnesota LLC help me live more privately?
Yes, a Minnesota LLC can help you reduce your public footprint. You can maintain a significant degree of address privacy by listing our address on public docs instead of your own. Check out our page on living privately with an LLC to learn more.
What is a foreign Minnesota LLC?
A foreign Minnesota LLC is any LLC formed outside of Minnesota but registered to do business in the state. For example, if you formed an LLC in Wisconsin but wanted to conduct business in Minnesota as well, you would register as a foreign LLC in Minnesota by filing a Certificate of Authority to Transact Business with the Minnesota Secretary of State. Like domestic LLCs, foreign LLCs in the state have to file annual Minnesota annual reports. Northwest can register your foreign Minnesota LLC for you today!
How can I get a Minnesota phone number for my LLC?
It’s a conundrum: you need a local number to display on your website and give to customers, but you don’t want to make your personal number quite so…public. We get it. And we’ve got you covered with Northwest Phone Service. We can provide you with a virtual phone number in any state—plus unlimited call forwarding and tons of easy-to-use features. You can try Phone Service free for 60 days when you hire us to form your LLC, and maintaining service is just $9 monthly after that. No contract required.
How to Order LLC Formation Service
Our Minnesota LLC formation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
With Northwest, we give you flexibility on how to pay. You can pay all the fees pay up (this includes one full year of registered agent service). Or, pay just $40 out the door with our VIP monthly payment option. With our VIP option, we also include an EIN. Just choose one of the buttons below, answer a few easy questions about your business and submit your payment.
We’ll prepare your Minnesota Articles of Organization and send them to the Secretary of State for approval. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the Minnesota Secretary of State has approved your filing, we notify you that your Minnesota LLC has been legally formed. You can now take any necessary next steps, like getting an EIN and opening a bank account.