How to Start an LLC in Minnesota: Filing, Taxes, and Renewal

To start an LLC in Minnesota, you file Articles of Organization with the Secretary of State and pay $135 by mail or $155 online or in person. That single filing creates the company, but a working LLC also needs a compliant name, a Minnesota registered office, a federal tax ID, and, in most cases, state tax and license registrations. Once formed, the LLC stays alive only if you file a free annual renewal by December 31 each year.

Pick a Name That Meets Minnesota’s Rules

Your LLC’s name has to clear two legal tests. It must be distinguishable from every other business entity already on file with the Secretary of State, including corporations, limited partnerships, and other LLCs. Minnesota considers names distinguishable only when they differ by at least one letter or numeral, so a tiny spelling change is enough but an identical name is not.¹

The name also has to include “Limited Liability Company” or the abbreviation “LLC,” and it cannot use “corporation” or “incorporated” (or their abbreviations).² Check availability for free through the Secretary of State’s online business search before you file.

Professional LLCs (law, medicine, accounting, and similar licensed services) face extra naming rules and must use a professional designator such as “P.L.L.C.”³

Set Up a Registered Office in Minnesota

Every Minnesota LLC must keep a registered office at a physical location inside the state. A P.O. box alone will not do; you need a street address, rural route, or fire number where someone from the company can be reached.⁴ This is where legal papers and official notices go.

A registered agent is optional. The Articles of Organization leave space for an agent’s name, but the Secretary of State does not require one.⁵ If you do name an agent, that agent has to be an individual who lives in Minnesota or a business authorized to operate in the state, and must sit at the registered office address.⁴

File the Articles of Organization

The Articles of Organization is the document that creates your LLC. Minnesota law requires only three items: the company’s name, the street address of the registered office (plus the agent’s name if you choose to list one), and the name and street address of each organizer.⁶ An organizer does not need to be a future member or manager; any person can sign.

The Secretary of State’s current form (revised July 2025) also asks for a duration (perpetual by default), an email address for official notices, and a daytime contact.⁷ The state uses the email to send renewal reminders and other notices, and you can check a box to keep that address out of bulk data requests.⁸ The form does not ask whether the LLC will be member-managed or manager-managed; that decision belongs in your operating agreement.

You can submit the signed form three ways:⁹

Online for $155, with filings returned electronically in three to five business days.
In person at the Saint Paul office for $155, by appointment; the filing is processed while you wait.
By mail for $135, processed first-in, first-out and returned by mail, which takes longer than the other two options.

The $20 difference is an expedited processing charge. Once approved, you receive a Certificate of Organization proving your LLC’s legal existence. You will need it to open a business bank account, apply for licenses, and sign contracts.

Get a Federal Employer Identification Number

After the LLC is formed, apply to the IRS for an Employer Identification Number. The EIN is a nine-digit tax ID you will use to open a bank account, hire employees, and file federal returns. The IRS issues EINs for free through its online application, and approved numbers are delivered immediately. The agency warns against paying any third-party site that charges for this service.¹⁰

To apply online, your principal place of business must be in the United States, and you need the Social Security number or ITIN of the responsible party. Only one EIN per responsible party is issued per day. Phone, fax, and mail applications are also accepted.¹⁰

Know How Your LLC Will Be Taxed

By default, the IRS does not tax an LLC as its own entity. A single-member LLC is treated as a sole proprietorship (a “disregarded entity”), and a multi-member LLC is treated as a partnership. Profits pass through to members’ personal returns in both cases.¹¹

You can elect corporate taxation instead. S-corporation status, which can reduce self-employment taxes in some situations, requires filing Form 2553 no later than two months and 15 days after the start of the tax year the election should cover.¹² Without Form 2553 or Form 8832, the default classification applies automatically. One wrinkle: a single-member LLC that is otherwise disregarded is still treated as a separate entity for employment tax purposes if it has employees.¹¹

Write an Operating Agreement

Minnesota does not require a written operating agreement, but you want one. The agreement is internal (you do not file it with the state) and sets out how the LLC is owned, managed, and run. Anyone who becomes a member after the LLC forms is considered to have agreed to its terms.¹³

Without one, Minnesota’s statutory defaults take over, and they are rarely what members actually want:¹⁴

The LLC is member-managed, with all members holding equal rights to run it.
Ordinary business decisions take a majority of the members.
Anything outside the ordinary course, such as selling substantially all the company’s property, requires unanimous consent.
Distributions are split equally among members, regardless of what each contributed.¹⁵
Members are not paid for services to the LLC, except during winding up.

If you want a manager-managed structure, where designated managers run operations while other members stay passive, the operating agreement has to say so in those terms (or similar language) to override the default.¹⁴ Managers do not have to be members and are chosen by a majority vote. The operating agreement is also where you tie profit shares to capital contributions and spell out buyouts, departures, and transfer restrictions.

Register for Minnesota Taxes

If your LLC makes taxable sales, register with the Minnesota Department of Revenue for a Minnesota Tax ID Number and a Sales and Use Tax account. You can register online or by phone and will pick a filing schedule (monthly, quarterly, or annual) along with any local taxes that apply.¹⁶

If you plan to hire, you also register for withholding tax with the Department of Revenue and for unemployment insurance tax with the Minnesota Department of Employment and Economic Development.

Get Any Required Licenses and Permits

Minnesota has no general state business license, but many industries need specific licenses, permits, or registrations. The Minnesota eLicensing portal lets you check whether a state license applies to your line of work.¹⁷

Cities and counties layer on their own rules. Commercial building contractors, for instance, are not licensed by the state, but many cities require registration and a bond before issuing permits. Minneapolis and St. Paul have dedicated licensing departments; smaller cities handle it through the clerk’s office.¹⁷

Professional LLCs must file their organizational documents and an annual report with every licensing board overseeing their services, along with a $100 fee, and every employee or agent delivering professional services has to be individually licensed in Minnesota.³

Beneficial Ownership Reporting Does Not Apply to Minnesota LLCs

As of March 2025, domestic companies, including Minnesota LLCs, are exempt from filing Beneficial Ownership Information reports with FinCEN. An interim final rule narrowed the definition of “reporting company” to foreign entities registered to do business in the United States, and FinCEN will not enforce BOI penalties against U.S. companies or their owners.¹⁸

File the Annual Renewal to Keep the LLC Active

Every Minnesota LLC has to file a free annual renewal with the Secretary of State by December 31. The easiest route is the Secretary of State’s online system, where you confirm that the registered office and agent information is still current.¹⁹

Miss the deadline and the Secretary of State will administratively terminate the LLC, which loses its authority to operate as a limited liability entity in Minnesota.²⁰ You can reinstate a terminated LLC for $65 by mail or $85 online or in person.⁹ Staying current on the renewal avoids the fee and any gap in your liability protection.

Banks, lenders, and other states sometimes ask for a Certificate of Good Standing (also called a Certificate of Existence) to confirm the LLC is active. The Secretary of State issues one for $5 by mail or in person, or $15 online, and only if your annual renewals are current.⁹

1
Minnesota Secretary Of State. Name Availability Guidelines
2
Minnesota Office of the Revisor of Statutes. Minnesota Statutes Section 322C.0108 – Limited Liability Company Name
3
Minnesota Office of the Revisor of Statutes. Minnesota Statutes Chapter 319B – Professional Firms
4
Minnesota Office of the Revisor of Statutes. Minnesota Code 5 – Section 5.36 – Registered Agent for Service of Process
5
Minnesota Department of Employment and Economic Development. Forming a Limited Liability Company
6
Minnesota Office of the Revisor of Statutes. Minnesota Statutes 322C.0201 – Formation of Limited Liability Company; Articles of Organization
7
Minnesota Secretary Of State. Minnesota LLC Articles of Organization Form
8
Minnesota Secretary Of State. Email Address for Official Notices Change
9
Minnesota Secretary Of State. Business Filing and Certification Fee Schedule
10
Internal Revenue Service. Get an Employer Identification Number
11
Internal Revenue Service. Entities 3
12
Internal Revenue Service. Instructions for Form 2553
13
Minnesota Office of the Revisor of Statutes. Minnesota Statutes 322C.0111 – Operating Agreement; Effect on Limited Liability Company and Persons Becoming Members; Preformation Agreement
14
Minnesota Office of the Revisor of Statutes. Minnesota Statutes 322C.0407 – Management of Limited Liability Company
15
Minnesota Office of the Revisor of Statutes. Minnesota Statutes Chapter 322C – Minnesota Revised Uniform Limited Liability Company Act
16
Minnesota Department of Revenue. Registering Your Business
17
Minnesota Department of Employment and Economic Development. Business Licenses and Permits
18
Financial Crimes Enforcement Network. Beneficial Ownership Information Reporting
19
Minnesota Secretary Of State. Renewing Your Business
20
Minnesota Office of the Revisor of Statutes. Minnesota Statutes Section 322C.0208 – Annual Renewal