Register a Minnesota Foreign LLC
A Minnesota Foreign LLC is one that does business in Minnesota but was formed in another state. To register as a Foreign LLC, you'll file a Certificate of Authority to Transact Business in Minnesota and pay a state filing fee of $185 ($205 online) with the Minnesota Secretary of State.
Follow the instructions here and do it yourself, or hire us to do it for you ($225 + state fees). We'll handle the paperwork, provide a full year of registered agent service, a custom domain, local phone number, email, web hosting, and a local Minnesota business address. Everything your business needs to get going in Minnesota.
$225 Foreign Registration
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How To Register a Foreign LLC in Minnesota
Before conducting business in Minnesota, a foreign LLC needs to do two things in order to foreign qualify: appoint a registered agent and submit a Certificate of Authority to Transact Business in Minnesota to the Minnesota Secretary of State’s office ($205 online and in-person or $185 by mail). Here’s how to file on your own.
Every LLC that does business in Minnesota needs a Minnesota registered agent. Your registered agent must have a physical address in Minnesota (not a P.O. box or virtual office) and be available to accept service of process in person on behalf of your business. So if you don’t live in the state, you can’t be your own registered agent in Minnesota. You can appoint a trusted individual in the state or hire a professional registered agent service to perform this role.
Building a strong local online presence is key to earning trust and credibility with your new customers. With Northwest’s Business Identity Service, your foreign LLC will get everything it needs: a custom website, secure hosting, a unique domain, a local phone number, a professional email address, and a local business address—all designed to establish your LLC in Minnesota, and help it stand out.
When you’re ready to officially foreign register your LLC in Minnesota, it’s time to complete the Minnesota Certificate of Authority form. Here’s the information you’ll need to provide:
- Business name
- Name the LLC will use in Minnesota if your legal business name is taken
- Home state/jurisdiction
- Name and address of Minnesota registered agent
- Principal business address in Minnesota (no P.O. boxes)
- Business address in your home state/jurisdiction
- Signature of authorized person (does not have to be a member of your LLC)
- Email address where the Secretary of State can send official notices (Check the box if you don’t want the Secretary of State to share your email address.)
- Contact name and phone number (in case there’s an issue with your filing)
- Minnesota Business Snapshot (optional survey about your business)
If your business is a professional limited liability company (PLLC) you will also need to attach a statement stating:
- You agree to be subject to the laws in the Minnesota Professional Firms Act.
- You’ve made any necessary changes to your operating agreement or other internal documents to comply with Minnesota law.
- The state-licensed service that you provide. For example, law, medicine, etc.
Ready to go? Register your foreign LLC in Minnesota with Northwest.
Once the Minnesota Secretary of State has approved your filing, they will mail you a verification certificate, which proves that your LLC is registered to do business in the state of Minnesota. You will also be able to find your LLC on Minnesota’s Business Filings Online Search.
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Minnesota Foreign LLC Registration FAQ
Minnesota charges $185 to file by mail. In person or online filings are $205.
You can file online, by mail, or in person.
Mail and in person:
Minnesota Secretary of State – Business Services
First National Bank Building
332 Minnesota Street, Suite N201
Saint Paul, MN 55101
Online:
Minnesota Business Filings
Note: In person filings are only allowed Mondays, Wednesday, and Thursdays between the hours of 8 AM and 4:30 PM.
Minnesota processes online filings in two business days. Mailed filings can take up to a week to be processed by the state, plus additional time for mailing. In-person filings are processed immediately, but they are only allowed on Mondays, Wednesdays, and Thursdays between 8 AM and 4:30 PM.
No. While many states require foreign LLC applicants to provide proof of existence or good standing, Minnesota does not require this step.
Nope. Formation documents, like Articles of Organization, are only filed in the home state or jurisdiction of the LLC. Foreign registration is simply the act of asking Minnesota for permission to transact business in the state, so you don’t need to file formation documents.
Only if you live and have an address in Minnesota. Otherwise you are best off hiring a professional registered agent service that will get your legal mail to you fast.
Do you plan to be available, 9 AM to 5 PM, every weekday? No vacations, no business meetings, no time off? This is where a registered agent comes in handy. Plus, any registered agent worth hiring will allow you to use their address on public documents, which can help you live privately.
You can amend your foreign LLC in Minnesota by filing an Amendment to Certificate of Authority. The filing fee is $35 by mail, or $55 in-person or online filings.
Yes, all foreign LLCs in Minnesota must file a Minnesota Annual Renewal. Your report will be due each year on December 31. There is no filing fee as long as your business is active and in good standing.
Minnesota statutes indicate that any foreign company that owns income-producing personal property in the state is considered to be transacting business. Generally, if your LLC has employees in Minnesota, owns or leases property in the state, or sells goods in the state under its business name, you’ll need to register as a foreign LLC.
A partial list of activities that do NOT count as doing business, as stated in MN Statute § 322B.945., includes:
- Settling or defending lawsuits
- Holding board meetings
- Maintaining bank accounts
- Maintaining offices for the transfer of securities
- Selling goods or services through an independent contractor
- Soliciting orders (before they become contracts)
Read more: What Exactly Does Doing Business in Another State Mean?
You must pay all applicable Minnesota taxes, just like a domestic Minnesota LLC. By default, your LLC will be taxed as a pass-through entity, which means your business profits pass through the company itself and get reported as income on individual members’ tax returns. An LLC may choose to be taxed as a corporation instead, but to do that you’ll have to file paperwork with the IRS.
To officially stop doing business in Minnesota, you’ll have to file a Certificate of Withdrawal ($35 by mail, $50 online or in person) with the Secretary of State.
In Minnesota, any business that owns, leases, or has any financial interest in land that could be used for agricultural purposes must register with the Minnesota Department of Agriculture’s Corporate Farm Program.
