Register a Minnesota Foreign LLC
If your LLC was formed outside of Minnesota but plans to do business there, you must register the LLC as a Minnesota Foreign LLC. Registering as a foreign LLC in Minnesota involves appointing a local registered agent, filing a Certificate of Authority to Transact Business in Minnesota with the Secretary of State, and paying the $185 filing fee ($205 for online or in-person filings). Minnesota's legal statutes don't give a clear definition of doing business, but in general, if your LLC has employees, owns property that produces income, or sells goods under your business name in Minnesota, you'd be considered to be doing business in the state and will need to register with the Secretary of State.
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How to Register a Foreign LLC in Minnesota
Registering a foreign LLC in Minnesota, more formally known as Foreign Qualification, requires business owners to file a Certificate of Authority to Transact Business with Minnesota’s Secretary of State. Here’s how it’s done:
1. Appoint a Minnesota Registered Agent
Your Minnesota Registered Agent can be a professional service or someone you know. Either way, they are required to have a physical address in Minnesota and need to be available during standard business hours to accept legal notifications on your behalf.
Can I be my own registered agent for my Minnesota LLC?
You can be your own registered agent if you live in Minnesota and have a physical address there—but that’s not the case for most foreign LLC owners. When companies start expanding into other states, many choose to hire a Registered Agent Service to handle this important side of the business.
Why hire a Minnesota Registered Agent?
In addition to freeing up your time for the work of running your company, a professional registered agent is great choice if you’re concerned about your privacy. A registered agent service can help you keep your address out of public records by letting you use their address on your registration documents instead.
2. Complete the Certificate of Authority to Transact Business
To register your foreign LLC in Minnesota, you’ll need to complete the state’s Certificate of Authority to Transact Business in Minnesota form and file it with the Secretary of State. Here’s the information you’ll need to provide:
- Your company’s legal name in your home jurisdiction
- Name the LLC will use in Minnesota (if different from the legal one—or if it’s already in use)
- Home jurisdiction (state or territory)
- Name and address of your Minnesota registered agent
- Principal business address in Minnesota (no PO boxes)
- Business address in your home 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 in bulk data requests.)
- Name and phone number of someone who can be contacted about your filing
If you’re ready to get started, you can Register Your Foreign LLC in Minnesota now with Northwest.
Do I need to include anything else with my application?
Professional limited liability companies (PLLCs) 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.
Also, the Secretary of State provides an optional survey, called the Minnesota Business Snapshot, that you can fill out along with your Certificate of Authority application. The survey includes questions about your company’s revenue, in-state employees, demographics, and the nature of the business.
How much does it cost to file the Certificate of Authority?
Filing by mail costs $185.
Online or in person filings are $205.
How do I file Minnesota Certificate of Authority registration?
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
Minnesota Business Filings
Note: In person filings are only allowed Mondays, Wednesday, and Thursdays between the hours of 8am and 4:30pm.
Do foreign LLCs in Minnesota need to file Articles of Organization?
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.
Does Minnesota require a Certificate of Good Standing from my LLC's home state?
No. While many states require foreign LLC applicants to provide proof of existence or good standing, Minnesota does not require this step.
3. Get Your Foreign Registration Documents
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.
How long does it take for Minnesota to process the Certificate of Authority?
Online filings are processed in 2 business days. Mailed filings can take up to a week. In-person filings are processed immediately, but they are only allowed on Mondays, Wednesdays, and Thursdays between 8am and 4:30pm.
Minnesota Foreign LLC Registration FAQ
How do I amend a foreign LLC in Minnesota?
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.
What does doing business mean in Minnesota?
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)
Do I have to file an annual report for my Minnesota foreign LLC?
Yes, all foreign LLCs in Minnesota must file a Minnesota Annual Renewal. Your report will be due each year on December 31st. There is no filing fee as long as your business is active and in good standing.
How are foreign LLCs in Minnesota taxed?
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.
How can I withdraw my Minnesota foreign LLC?
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.
Is there anything unusual about registering as a foreign LLC in Minnesota?
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.