To renew an LLC in Minnesota, file an annual renewal with the Secretary of State by December 31 each year. It’s free, takes about five minutes online, and starts the calendar year after you formed the LLC.1Minnesota Office of the Revisor of Statutes. Minnesota Statutes 322C.0208 – Annual Report for Secretary of State Miss the deadline and the state administratively terminates your LLC, which strips its authority to do business until you reinstate.
When the Renewal Is Due
Your first renewal is due by December 31 of the calendar year after you filed your articles of organization.2Office of the Minnesota Secretary of State. How to Renew or Amend Your Business Filing Form the LLC in March 2025 and the first renewal is due by December 31, 2026. After that, one renewal per calendar year, same December 31 deadline.
There is no anniversary-date rule. The filing window runs January 1 through December 31, and there is no penalty or advantage tied to when within the year you file. Filing in January just gets it off your list.
Information You Need Before You Start
Look up your LLC’s file number first, using the Secretary of State’s online business search. You can search by LLC name or by file number if you already have it.3Minnesota Secretary Of State. How to Search Business Filings The renewal itself asks for:
- The exact legal name of the LLC as it appears on the articles of organization.
- The full name and street address of your registered agent. A P.O. Box alone does not satisfy the requirement.
- The principal office address where the LLC’s primary management activities take place.
- The name and email of a contact person authorized to sign for the LLC.
If your registered agent or office address has changed, update it on this filing. The state uses these records to route legal notices, so outdated details can cause real problems if the LLC is ever served with process.
Filing Online
Online filing is the fastest route and the one the Secretary of State’s office points you toward.4Office of the Minnesota Secretary of State. How to Renew Your Business Filing The steps:
- Log into your Secretary of State online account, or create one if you don’t have it yet.
- Go to Business Filings Online and search for your LLC by name or file number.
- Review the pre-populated information field by field, correcting anything out of date.
- Submit the filing. You should see an on-screen confirmation right away.
- Watch for the processing email, which contains a link to download a PDF of the completed filing. The link expires after 90 days, so save the PDF when you get it.2Office of the Minnesota Secretary of State. How to Renew or Amend Your Business Filing
Filing by Mail
If you’d rather use paper, download the annual renewal form from the Secretary of State’s LLC forms page and mail the completed form to:
Office of the Secretary of State
First National Bank Building
332 Minnesota Street, Suite N201
Saint Paul, MN 551015Minnesota Secretary Of State. Contact Us
Mailed filings take longer to process. Check the online business search a week or so after mailing to confirm your status shows active. Business Services is available at (651) 296-2803, 9 a.m. to 4 p.m., Monday through Friday, if you have questions about your filing.
What It Costs
The annual renewal is free while your LLC is active and in good standing, whether you file online or by mail. The statute waives the fee.1Minnesota Office of the Revisor of Statutes. Minnesota Statutes 322C.0208 – Annual Report for Secretary of State
If your LLC has already been administratively terminated, reinstatement costs $25 by mail or $45 online or in person.6Minnesota Secretary of State. Business Filing and Certification Fee Schedule In-person filings are handled at the St. Paul counter from 8 a.m. to 4 p.m., Monday through Friday, if you need same-day processing. Since the renewal itself costs nothing, the reinstatement charge is an entirely avoidable expense.
What Happens If You Miss December 31
An LLC that fails to file its annual renewal by December 31 is administratively terminated by the Secretary of State.7Minnesota Office of the Revisor of Statutes. Minnesota Statutes 322C.0705 – Administrative Termination The office files a certificate of termination and lists the LLC as terminated in its electronic records. Owners often first find out when a bank, lender, or landlord runs a search and sees the entity is no longer active.
Termination means the LLC is no longer recognized as an existing entity in Minnesota.8Office of the Minnesota Secretary of State. Renewing Your Business You lose the ability to conduct business under the LLC’s name, and the liability protection tied to the LLC structure is at risk while termination is in effect. Foreign LLCs registered in Minnesota have their authority to do business here revoked through the same process.7Minnesota Office of the Revisor of Statutes. Minnesota Statutes 322C.0705 – Administrative Termination
Reinstating a Terminated LLC
Reinstatement is straightforward. File a single annual renewal, pay the reinstatement fee, and once processed, the LLC’s active status is restored retroactively to the termination date. Contracts and transactions entered into during the gap are validated as if the LLC had been active the whole time.9Minnesota Office of the Revisor of Statutes. Minnesota Statutes 322C.0706 – Reinstatement
Reinstatement returns the LLC’s and members’ assets and rights to the extent they existed before termination, but anything sold, distributed, or otherwise affected by transactions during the gap stays as-is.9Minnesota Office of the Revisor of Statutes. Minnesota Statutes 322C.0706 – Reinstatement If a creditor got a judgment or the LLC lost a contract while it was terminated, reinstatement alone will not undo those consequences.
Ordering a Certificate of Good Standing
Once your renewal is processed, you may need a Certificate of Good Standing (also called a Certificate of Existence) to prove the LLC is active. Banks, lenders, landlords, and government agencies commonly ask for one when you apply for a loan, sign a commercial lease, or bid on a government contract.
Order the certificate through the same Secretary of State online portal by opening the LLC’s business record and clicking “Order Certificate.” The fee is $5 by mail or in person, or $15 online.6Minnesota Secretary of State. Business Filing and Certification Fee Schedule Online certificates are emailed to you within about 10 to 15 minutes of payment.10Office of the Minnesota Secretary of State. How to Order Copies of Filings and Certificates The download link expires after 90 days, so save or print the PDF as soon as it arrives. Most requesters want a recent certificate, so order it close to when you actually need it.