To start an LLC in Minnesota, file Articles of Organization with the Secretary of State. It costs $155 online or $135 by mail, and online filings are usually processed within two to five business days. After the LLC exists, you’ll get a federal EIN, register with the Minnesota Department of Revenue if you’ll owe state taxes, and file a free annual renewal every year to keep the company active.
Pick a Name That Works
Your LLC’s name has to include the words “limited liability company” or the abbreviation “LLC.”1Minnesota Office of the Revisor of Statutes. Minnesota Code 322C.0108 – Limited Liability Company Name It also has to be distinguishable from every other business entity already on file with the Secretary of State. Check availability for free using the Secretary of State’s online business search before you commit.
Found a name but not ready to file? You can reserve it for up to twelve months.2Office of the Minnesota Secretary of State. Name Reservation A reservation costs $55 online or in person, or $35 by mail,3Office of the Minnesota Secretary of State. Request for Reservation of Name and it’s renewable. A reservation holds the name but does not form the business.
Set Up a Registered Office and Agent
Every Minnesota LLC must keep a registered office at a physical street address inside the state. A P.O. box by itself doesn’t count.4Minnesota Department of Employment and Economic Development. Forming a Limited Liability Company – Section: Registered Office The address can be where you actually work or somewhere else entirely, as long as someone representing the company can be reached there.
Minnesota doesn’t require a registered agent, but most LLCs appoint one. The agent receives lawsuit papers and official government notices for the company. If you name one, the agent must be a Minnesota resident, a Minnesota business entity, or a foreign entity authorized to do business in the state, and their address has to match the registered office listed in your Articles of Organization.5Office of the Minnesota Secretary of State. Minnesota Limited Liability Company Forms You can serve as your own agent at no cost, or hire a commercial service.
File the Articles of Organization
The Articles of Organization is the document that creates your LLC. Minnesota law requires three pieces of information: the LLC’s full legal name, the street address of the registered office along with the registered agent’s name if you’re appointing one, and the name and street address of each organizer.6Minnesota Office of the Revisor of Statutes. Minnesota Code 322C.0201 – Formation of Limited Liability Company An organizer is just the person submitting the filing. They don’t have to be a member of the LLC.
You can file three ways:
- Online through the Minnesota Business and Lien System for $155. Online filings are expedited and typically processed in two to five business days, with documents returned by email.7Office of the Minnesota Secretary of State. Business Filing and Certification Fee Schedule
- By mail with a paper form and a $135 fee. Mail filings are processed on a non-expedited, first-come, first-served basis.
- In person at the Secretary of State’s customer counter by appointment, for $155, processed while you wait.
Online is the practical choice for most people. Once the filing is processed, the Secretary of State issues a certificate confirming the LLC’s legal existence. Keep it with your formation records.
Put an Operating Agreement in Writing
An operating agreement is the internal contract between members that governs how the business runs. Minnesota doesn’t require you to file one with the state, and that’s exactly why people skip it. Without one, your LLC runs on the default rules in Minnesota’s Revised Uniform Limited Liability Company Act, and those defaults may not match what you and your co-owners actually agreed to.
A workable agreement covers the money questions first: how much each member contributes, how profits and losses are split, and when distributions get paid. It should also set out voting rights, how members are added or removed, and what happens when someone wants to leave or sell their interest. Buy-sell provisions matter more than most people realize, because a member’s exit without them can turn into a dispute that threatens the whole business.
Single-member LLCs benefit too. The agreement is evidence that the business is genuinely separate from your personal finances, which courts look at when deciding whether to respect the limited liability shield. Banks also tend to ask for a signed operating agreement before opening a business account.
Member-Managed or Manager-Managed
Decide upfront whether all owners will share day-to-day authority (member-managed) or whether one or more designated managers will run operations while other members stay passive (manager-managed). Member-managed is the Minnesota default and fits small businesses where every owner is active. Manager-managed fits when some members are purely investors or when the LLC has enough owners that it needs a tighter decision-making process. The choice shapes the operating agreement and determines who can sign contracts for the company.
Get a Federal EIN
An Employer Identification Number is your LLC’s federal tax ID. You need one before you can hire employees, file federal tax returns, or open a business bank account. The IRS issues EINs for free through its online application and gives you the number immediately on approval.8Internal Revenue Service. Get an Employer Identification Number The application has to be finished in one session, so keep your Articles of Organization nearby.
Multi-member LLCs always need an EIN. A single-member LLC can technically use the owner’s Social Security number, but getting an EIN keeps your SSN off business paperwork and is required if you later hire employees or elect corporate tax treatment.
How the IRS Taxes Your LLC by Default
The IRS doesn’t tax LLCs as their own category. A single-member LLC is treated as a “disregarded entity,” so income and expenses flow onto your personal return. A multi-member LLC is taxed as a partnership, with each member reporting their share.9Internal Revenue Service. Single Member Limited Liability Companies Either way, you pay self-employment tax on your share of earnings. You can elect S-corporation or C-corporation treatment by filing Form 8832 or Form 2553, but talk to a tax professional first because that election is hard to reverse.
Register for Minnesota Taxes
Separately from the federal EIN, you need a Minnesota Tax ID Number from the Department of Revenue if your LLC will collect sales tax, have employees, or owe other state-level taxes.10Minnesota Department of Revenue. Minnesota Tax ID Requirements Register online through the Department’s e-Services system. That’s also where you’ll file state returns going forward.
Hiring employees adds another step. You’ll need a Minnesota Unemployment Insurance employer account, and registration is required as soon as you pay the first covered wages in Minnesota. It must happen before the due date of your first quarterly wage report.11Unemployment Insurance Minnesota. New Employer Registration Finish your Secretary of State filing, the IRS registration, and the Department of Revenue registration first, because the UI program requires all three.
Finally, check whether your city or county requires occupational or business licenses. These vary by location and industry, and there isn’t a single statewide database. The city clerk’s office is usually the fastest way to find out what applies.
File the Free Annual Renewal
This is the ongoing obligation that catches new LLC owners off guard. Starting the calendar year after your LLC is formed, you have to file an annual renewal with the Secretary of State by December 31.12Minnesota Office of the Revisor of Statutes. Minnesota Code 322C.0208 – Annual Report for Secretary of State The renewal is free. There’s no filing fee by either online or mail submission.7Office of the Minnesota Secretary of State. Business Filing and Certification Fee Schedule
Miss the deadline and the Secretary of State will administratively terminate your LLC, which means it’s no longer recognized as an active business in Minnesota.13Office of the Minnesota Secretary of State. Renewing your Business You can reinstate it by filing the required paperwork and paying a reinstatement fee, but while the termination is in effect, your business name becomes available for someone else to claim. Set a calendar reminder for November.
What About the Federal Beneficial Ownership Report?
You may have read about the Corporate Transparency Act requirement to report beneficial owners to the Financial Crimes Enforcement Network. As of March 2025, FinCEN issued an interim final rule that exempts all entities formed in the United States from beneficial ownership information reporting.14Financial Crimes Enforcement Network. Beneficial Ownership Information Reporting A domestic Minnesota LLC does not need to file a BOI report under the current rules. Only foreign entities registered to do business in a U.S. state are still subject to the requirement. This could change through new rulemaking, but for now it’s one less form.