Minnesota LLC Foreign Qualification

Minnesota LLC Foreign Qualification

Steps to Minnesota LLC Foreign Qualification:

  1. Decide on a Name to Use in Minnesota. Your LLC already has a legal name in its home state, but that name may or may not be available for use in Minnesota. If it is already registered to another entity, you will have to decide on a different name to register. You can do a business entity search at the Secretary of State website to check on current availability.
  2. File a Certificate of Authority to Transact Business. To qualify a foreign LLC in Minnesota, you file a Certificate of Authority to Transact Business in Minnesota. This form is submitted to the Secretary of State. You can deliver it in-person, by mail, or online. There is a $205 filing fee ($185 if mailed).Along with your filing, you must include a Certificate of Good Standing from your home state. This document can be obtained from your home state’s Secretary of State’s office.On your Certificate of Authority, you are required to list a Minnesota registered agent and registered office to accept service of process on behalf of your LLC.
  3. Wait for Secretary of State Approval. Documents filed with the Secretary of State typically take one to two weeks to process if delivered by mail. Online filings are considered automatically expedited and are processed more quickly.

Minnesota Foreign LLC Qualification Quick Facts

  • Foreign Registration Document: Certificate of Authority to Transact Business in Minnesota
  • Filing Agency: Secretary of State
  • Registration Fee: $205 ($185 by mail)
  • Processing Time: 2 days (online)
  • Online Filing: Yes
  • Annual Report Due Date: December 31
  • Annual Report Fee: None

How Do I Know That My Registration Was Accepted?

If the Secretary of State finds that your application is in order and conforms to the laws of the state, and if all fees have been paid, then the Secretary of State will, in accordance with Minnesota Statute 322B.915:

  • Endorse the application with the word “Filed” and the date of filing
  • File the original application
  • Return to the original application to the individual who filed the document

Can I Make Changes to My Certificate of Authority After I File?

Yes. If any statement on your Certificate of Authority is inaccurate, or if any of the information changes, you are required to file an Amendment to Certificate of Authority with the Secretary of State. This form allows you to make alterations to details such as your LLC name, the registered office and registered agent, the principal place of business, etc.

The filing fee for an Amendment to Certificate of Authority is $35 if submitted by mail and $55 for in-person or online filings.

What is the Fee for My Minnesota Annual Renewal?

There is no fee for filing an Annual Renewal, unless you need to make a change to your registered office or registered agent. In that case, you must also submit a Change of Registered Office/Agent form along with your Annual Renewal and pay the appropriate fee ($35 by mail, $55 online).