Are you considering starting an LLC in Minnesota? You’re not alone. Last year, nearly 60,000 LLCs established themselves in the state. While the overall process for setting up an LLC is similar nationwide, each state has specific rules and regulations.
Business owners and LLC members in Minnesota should understand these local requirements. To help with this, we’ve created a detailed guide on how to start an LLC in Minnesota. Here’s what you need to know.
Step#1: Name your Minnesota LLC
Step#2: Pick a Minnesota LLC Resident Agent
Step#3. File your Minnesota Articles of Organization
Step#4: Get a Certificate From The State
Step#5: Create an Operating Minnesota LLC Agreement
Step#6: Obtain an Employer Identification Number
Step#7: Follow Other Tax and Legal Rules
Step#1: Name your MN LLC
When starting a business, one of the first decisions is choosing a name for your LLC. It’s essential to ensure that the name you pick is available for use in Minnesota. If you’re registering an LLC from another state and discover that your preferred name is unavailable in Minnesota, you may select an alternative name instead.
You can check the availability of a name by conducting a business name search on the Secretary of State’s (SOS) website.
Reserve Your Minnesota LLC Name:
If you find an available name but aren’t ready to establish your LLC, you can file a Name Reservation form to secure your chosen name for a year. The fee for this reservation is $35 if submitted by mail and $55 for expedited or online filings. If needed, you can extend name reservations for additional 12-month periods.
Additional Consideration:
Ensure the website address (URL) you desire is available. Securing your domain name is practical, even if you plan to create a website later. Verify its availability before finalizing your LLC name.
Step#2: Pick a MN LLC Resident Agent
According to the law, Minnesota LLCs must maintain a registered office. This office is a physical address within Minnesota (not a P.O. Box) where the company can receive legal documents and notices. You can designate a specific person (the “registered agent”) to handle these documents.
Several businesses in Minnesota offer registered office and agent services. The annual cost typically ranges from $50 to $300. However, choosing a service provider that offers affordability and guarantees the necessary services is essential. A registered agent can be:
- A resident individual of the state.
- A domestic business entity.
- A foreign (out-of-state) business entity authorized to conduct business within Minnesota.
Step#3. Submit your Minnesota Articles of Organization
To establish an LLC in Minnesota, you must submit the Articles of Organization to the office of the Secretary of State. These articles should include the complete mailing addresses of each organizer. You can complete this process online, by mail, or in person.
Minnesota charges $155 for applications completed online or in person, as these are expedited processes. If you choose to file by mail, the fee is $135.
Alternatively, foreign entities seeking to conduct business in the state must complete a Certificate of Authority to Transact Business in Minnesota form. The filing fee is $185 when submitted by mail or $205 in person or online.
You can send your completed forms to 332 Minnesota Street, Suite N201, Saint Paul, Minnesota 55101. Please ensure checks and money orders are payable to the MN Secretary of State.
Step#4: Get a Certificate From The State
The state will issue a certificate confirming its formal existence upon approving the LLC’s formation documents. This certificate allows the LLC to acquire an Employer Identification Number (EIN), business licenses, and a bank account.
Step#5: Create an Operating MN LLC Agreement
Although not mandatory, creating an LLC operating agreement is highly recommended to minimize potential disputes with business partners. You can have a lawyer or an online legal service provider prepare the operating agreement. However, if you choose to draft it yourself, it’s essential to familiarize yourself with Minnesota’s LLC laws, which underwent significant changes in 2018.
The operating agreement outlines the following details:
- Responsibilities of each member
- The management structure decides whether members or managers run the LLC
- Procedures for adding new members
- Guidelines for transferring membership
- Daily operational tasks
- Financial procedures
Step#6: Obtain an Employer Identification Number
When starting an LLC in Minnesota, you must obtain an Employer Number(EIN) from the Internal Revenue Service (IRS). This number allows you to distinguish between your business and personal finances. It consists of nine digits and serves primarily for tax purposes.
The EIN serves several purposes:
- Helps with filing and managing taxes at state and federal levels
- Facilitates opening a business bank account
- Enables hiring employees
Step#7: File Annual Renewals
All LLCs conducting business in Minnesota must submit an annual renewal to the Minnesota Secretary of State once every calendar year. This renewal can be filed online or by mail and is due before December 31. A paper renewal form is also accessible. The filing fee is $45 for online and in-person submissions and $25 for mail submissions.
Follow this guide to start an LLC in Minnesota and quickly operate your business. Understanding these steps can simplify establishing your LLC in Delaware and expedite its launch.
LLC State Guides
FAQs About How To Start an LLC in Minnesota
What is the cost of starting an LLC in Minnesota?
In Minnesota, the filing fee for domestic LLCs is $135 if submitted by mail and $155 for online or in-person filings. Foreign LLCs registering in Minnesota must pay $185 for mail submissions or $205 for in-person or online submissions.
Is it possible for a foreign LLC to operate in Minnesota?
Yes, it is possible for a foreign Limited Liability Company (LLC) to operate in Minnesota, but it needs to register with the Minnesota Secretary of State. This process involves filing the paperwork and paying the required fees. Once registered, the foreign LLC must comply with all relevant state laws and regulations governing business operations in Minnesota.
How long does it take to form my Minnesota LLC?
Minnesota LLC approvals typically take 3-4 weeks for mail filings, including an 11-12 business day processing time (slightly over two weeks), plus the time for mailing your documents. Online filings for Minnesota LLCs are approved instantly.
What benefits does an LLC offer in Minnesota?
Forming a Minnesota LLC provides several advantages, such as
- Protection of personal assets
- Exemption from double taxation
- Flexible management structure
- Fewer requirements and formalities compared to a corporation
