Minnesota LLC Filing
A Minnesota LLC is formed by filing formation documents with the Secretary of State’s office. An LLC is a legal business entity separate from its owners. To maintain the authority to transact business in Minnesota, an LLC must meet its annual compliance requirements.
Minnesota LLC Formation
Limited Liability Company Name
Before you form an LLC in Minnesota, you will need to decide upon a name for your company. Minnesota Statute 322B.12 lays out the legal rules for naming an LLC: the name must be in English, must include either “Limited Liability Company” or “LLC”, and must be distinguishable from the all other names already registered in the state. You cannot use the word “Corporation” or “Incorporated” or an abbreviation of either of those words.
You can do an online Minnesota business name search to check the availability of your name. If it is already registered, you will need to select a different name to use.
Articles of Organization
To form a Minnesota LLC you file Articles of Organization with the Secretary of State. This document can be filed online, by mail or in-person. There is a $135 filing fee for mailed filings; online and in-person filings are considered expedited and are charged $155.
Submitting Articles of Organization will officially form your LLC in Minnesota. From that point forward, you must maintain legal compliance with state laws or else your company will be administratively dissolved.
Minnesota Registered Agent
When forming a Minnesota LLC, you are legally required to appoint a Minnesota registered agent and registered office. A Minnesota registered agent accepts on your behalf service of process (a notification that a lawsuit has been brought against your company), as well as other official business mail. When service of process or other documents are accepted, the registered agent is required to contact you and forward the documents to you as quickly as possible.
Every LLC should have a Member Control Agreement, an internal document detailing the ownership and administrative organization of the company. While not legally required, a well-written Member Control Agreement will clearly lay out the duties, rights and responsibilities of members and managers, leading to a smooth-running business.
A Member Control Agreement should address:
- Initial Members of the LLC
- Ownership Percentages of Each Member
- Initial Contributions of Members
- Rights and Responsibilities of Membership
- Voting Rights of Members
- Management Structure (Member-Managed or Manager-Managed)
- Duties and Responsibilities of Managers
- Meeting Times, Places and Procedures
- How Membership Percentages Can Be Bought and Sold
- Conflict of Interest Resolution
Business Bank Accounts
After you form an LLC in Minnesota, you will want to open a business account at your bank. A business account is critical to maintaining the separation between you, the business owner, and your company (failure to keep these separate can result in a loss of your liability protection).
You will need to contact the bank you wish to work with in order to determine what paperwork you will have to provide to open a business account. Most banks ask for copies of your Articles of Organization and Member Control Agreement, as well as an initial resolution authorizing the opening of the account.
Minnesota LLC Annual Maintenance
Annual Business Renewal
All Minnesota limited liabilty companies are required to file an Annual Business Renewal. Annual Business Renewals can be mailed or delivered to the Secretary of State, or you can file online. There is no fee for filing an Annual Business Renewal, unless you are making a change to your registered agent or registered office. A change to agent or office will require the additional filing of the proper amendment paperwork and a $35 filing fee ($55 online).
Annual Renewals are due by December 31.
Minnesota Limited Liability Company Taxes
Minnesota LLCs are required to pay an Alternative Minimum Tax (AMT) if the total combined value of the company’s property, payroll and sales exceeds $500,000.
|$500,000 to $999,999||$100|
|$1,000,000 to $4,999,999||$300|
|$5,000,000 to $9,999,999||$1000|
|$10,000,000 to $19,999,999||$2000|
A tax return for a Minnesota LLC is due on the 15th day of the fourth month after the end of the tax year.
An LLC is a pass-through entity, and members will be required to pay a personal income tax on their earnings. Minnesota’s personal income tax rates range from 5.35% to 7.85%.
Form a Minnesota LLC FAQs
Can I List a Post Office Box for My Registered Office Address?
No. When filing Articles of Organization, you must designate a Minnesota registered agent and registered office. A registered office must be a physical street address. A post office box is not sufficent.
What is Perpetual Duration?
Perpetual duration means that when you form a Minnesota LLC it will exist until it is dissolved. In some states, an LLC is automatically dissolved if a member dies or exits the company. Perpetual duration allows for the LLC to exist intact even in the event of the loss of a member.
What is an LLC Organizer?
The organizer of your Minnesota LLC is the individual or company who prepares your Articles of Organization and submits them to the Secretary of State. If you hire Corporate Filing Solutions to form your Minnesota LLC, we will be your organizer. Our name and address information will be listed on your Articles, not yours.
This is a distinct advantage if you are seeking greater privacy as a business owner, since your private information will not be listed in the public record.
Where Do I Send Mailed Filings To?
To mail your Articles of Organization, you can send them to:
Minnesota Secretary of State Business Services
Retirement Systems of Minnesota Building
60 Empire Drive, Suite 100
St Paul, MN 55103
How Do I Reserve a Minnesota LLC Name?
You can reserve a name for your Minnesota LLC by filing a Request for Reservation of Name with the Secretary of State. A reserved name is valid for 12 months following the filing date of the Request, after which additional renewals can be made.
The filing fee is $35 by mail and $55 for online or in-person submissions.
Privacy Note: If you are reserving a name before you form a Minnesota LLC, you will have to list the name of the individual who be signing as your LLC organizer when you file Articles of Organization. If you intend to hire Corporate Filing Solutions to form your company, it is best to have us file the name reservation as well.
Can an LLC Member Be Expelled?
Minnesota Statute 322B.306 requires that the issue of expulsion must be addressed in the Articles of Organization or the Member Control Agreement of the LLC. If the reasons and procedures for expulsion are not addressed, then a member of a Minnesota LLC can not be expelled.
Am I Required to Have a Manager for My Minnesota LLC?
State law requires every Minnesota LLC to appoint one or more natural persons to perform the functions of Chief Manager and Treasurer. These duties can be assigned to a member or a manager.
What is a Board of Governors?
The Board of Governors is your Minnesota LLC’s members. In Minnesota, the terms Governor and Member are used interchangably. The Board of Governors is tasked with appointing the management of the company, which can be given to the members themselves or to outside managers. There is no requirement that any member or governor be designated a manager.
What Happens if I Don’t File My Annual Business Renewal?
Failure to file an Annual Business Renewal will result in the termination of your LLC. The Secretary of State reserves the right to administratively dissolve your LLC without further notice. If this happens, the Secretary of State will issue a Certificate of Administrative Termination and your LLC will lose its authority to transact business inside the state.