Minnesota LLC Formation Guide

A Minnesota limited liability corporation (LLC), is a type of business entity that offers liability protection to its owners. It can also have a flexible management structure and can be taxed as either a pass-through entity, or as a corporation.

You will need to file the Articles of Organization at the Office of the Minnesota State Secretary of State. The $135 filing fee ($155) online is required in order to form an LLC.

First, you will need to choose a business name. Next, you will need to designate your registered address. We will guide you through the entire process of forming an LLC.

1. Name Your LLC

Minnesota’s LLC naming guidelines must be followed by your business name. You can find them in Minnesota Statute SS 322C.0108. In a nutshell, your LLC name should:

  • Include the words “limited liability corporation” or the abbreviation, “LLC.”
  • It cannot be taken by another Minnesota company.
  • Do not contain “corporation”, “incorporated” or any abbreviation.
  • Don’t give the impression your business offers services that it isn’t allowed to offer. You can’t call your bakery “The Bagel Bank”.

Can I reserve a Minnesota business name?

Yes.

Minnesota Statute SS322C.0113 requires that every Minnesota LLC have a registered office. The registered office must have a physical address and not a post office. Your registered office must be a physical address (not a P.O. box) from which your business can receive legal mail. You must appoint a Minnesota registered agent agen so that your personal address is not made public.

Do I need to appoint an agent registered for my Minnesota LLC?

No. Minnesota doesn’t require registered agents to be appointed by LLCs, unlike other states. It is possible to hire a registered agent who will place your address on public forms. This protects your privacy and ensures you don’t miss any important legal mail.

What is a registered agent?

A registered agent is an individual or company that can accept legal mail, including lawsuits, on behalf of your business. You will receive legal notices at the registered office if you don’t have a registered agent.

Are you able to be your own registered agent for Minnesota?

Yes. Yes. If you are your own registered agent, it is necessary to register your address on public documents. You must also be available during business hours to receive service in person.

Many business owners use a registered agent service to ensure their privacy and security. They also have the assurance that they will not miss any important legal notices.

3. Submit LLC Articles of Organization

The Articles of Organization form must be submitted to the Minnesota Secretary of state in order to make your LLC legal. This form can be submitted online, by mail or in person.


Note: All information in this form will be made public.

In your Articles of Organization, you will need to include these details:

Company name Must include “limited liability company” (or “LLC”) Registered office : Must have an actual street address (not P.O. box).

Optional: A registered agent is someone who can accept legal mail for your company.

Organizer Name and address for the person who completes your Articles.

Email – Where the Secretary of States will send official notices.

Contact information – How the state will reach you if there is a problem with your file.

Minnesota Business Snapshot (optional).: You can answer any or all of the survey questions regarding your business.

What can I do to keep my personal data from being made public?

The public record includes articles of organization. If you provide your contact information, you are likely to receive spam mail.

A registered agent service will place your name and address on any forms that they can. This is the best way to protect your personal information from being published.

4. Create an LLC Operating Agreement

An operating agreement is a legal document that outlines the rules and procedures of your LLC. This document records everything, from voting procedures to membership interest to how the business will be dissolved (if ever necessary).

Is Minnesota a state that requires an LLC to have an operating contract?

Minnesota law does not require LLCs to have an operating agreement. Minnesota Statute SS322C.0110 outlines the scope of operating agreements, but there’s no Minnesota law requiring one.

Operating agreements are vital documents for LLCs. While you don’t need an operating agreement to be filed with the Minnesota Secretary-of-State, if one is not available, your business will be subject to Minnesota’s default LLC statutes.

Your EIN (Employer identification Number) is the tax identification code that the IRS uses to identify your LLC. It is a business’s social security number. You can apply online for an EIN at the IRS or by mail. Although online is the fastest way to apply, you will need to mail your application if you do not have a social insurance number.

What EIN do I need to have for my Minnesota LLC?

An EIN is required for LLCs that employ employees or are taxed like corporations. An EIN is required almost every time you open a bank account for your business. You can also give vendors and business associates your social security number.

It is essential that your LLC has a bank account. Why? Because LLCs are considered separate legal entities from their owners, they have limited liability. A court could rule that your business isn’t separate if you combine personal and business spending. You could then be personally liable for any business debts.

When you open a bank account for your business, bring the following:

  • Minnesota LLC Articles of Organisation (a copy is acceptable)
  • Operating agreement for the LLC
  • The EIN of the LLC
  • An LLC Resolution to Open A Bank Account (if more than one member of your LLC).

8. Filing State Reports and Taxes

Minnesota LLCs must file an Annual Renewal report each year. This report is used by the Secretary of State to ensure that they have current contact and ownership information. You can file the Minnesota Annual Renewal for free, but you will be disqualified if it is not filed.

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