How to Start an LLC in Minnesota

(February 2025)

How to Start an LLC in Minnesota

In This Article

Introduction

First things first, you must get acquainted with Minnesota’s LLC laws. This article decodes the complexities and makes sure you’re armed with all the info you need to thrive in this business landscape.

Now, if you’re eyeing Minnesota from another state, looking to expand your business horizons, you’ll need to get cozy with the concept of a foreign LLC. It’s like getting your passport stamped for business in the Land of 10,000 Lakes. Just remember, you’ll need to file a certificate of authority with the MN Secretary of State to get started.

Setting up your LLC in Minnesota won’t break the bank. In fact, if you’re ready to file everything in one go, you could be looking at as little as $135. And here’s a tip: if you’re all about saving those extra bucks, consider mailing in your forms instead of going online. It’ll shave off $20 from your fees across the board.

If you’re itching to get things moving ASAP, consider filing in person for that sweet same-day processing. Otherwise, if you’re cool with waiting a bit, the mail-in and online options will take about one to two weeks.

SUMMARY

1. Claim Your LLC’s Name
2. Appoint a Registered Agent
3. Craft the Articles of Organization
4. Secure Finances
5. Craft an Operating Agreement
6. Obtain an EIN
7. Maintain Compliance
Recap

1. Claim Your LLC's Name

To embark on your LLC journey, select a name that reflects your vision and adheres to Minnesota’s naming rules. Search the Secretary of State’s database for availability and reserve it through online, mail, or in-person submission. A name is more than a mere appellation; it is a clarion call, a rallying cry that echoes through the annals of time.

If you’ve got a name in mind for your venture, don’t wait around! Grab it before someone else does. Take action now to reserve it for a small fee. Once you’ve confirmed its availability and ensured it meets Minnesota’s requirements, lock it in until you’re ready to handle the rest of your LLC paperwork. You can do this easily by filling out a name reservation form online through the Secretary of State’s website, or you can swing by their office in Saint Paul, or even send it via mail to the address below:

Minnesota Secretary of State – Business Services
First National Bank Building
332 Minnesota Street, Suite N201
Saint Paul, MN 55101

2. Appoint a Registered Agent

To protect your LLC, appoint a registered agent to handle legal documents. Choose a reliable service or designate yourself or a trusted associate with a physical address in Minnesota. This critical role cannot be understated, for it is the linchpin that binds your LLC to the laws and regulations of Minnesota.

Look around for one that ticks all the boxes – meets state requirements, is reliable, and won’t break the bank and you can trust, as long as they’ve got a physical address in-state. If you’re up for it, you can even act as your own registered agent, absolutely! It’s doable.

But many people prefer having a registered agent company handle the paperwork. It saves you the hassle of worrying about missing documents while you’re away or getting served with legal stuff in front of clients.

3. Craft the Articles of Organization

To officially establish your LLC, meticulously craft the Articles of Organization. Complete the Minnesota Business Snapshot if needed, keep the signed original, and submit a photocopy along with the fee to the Secretary of State. Think of the Articles of Organization as the official birth certificate for your LLC in Minnesota. It’s what brings your business into the official scene here.

Now, within this document, you’ve got something called the Minnesota Business Snapshot. It’s like a quick profile of your business that you can choose to share with the public. Here’s what it asks:

  • How many full-time employees do you have in Minnesota?
  • Do any of your LLC members identify as a woman, person of color, veteran, person with a disability, or immigrant?
  • Which NAICS code best describes your business? If you’ve got multiple codes, pick the one that brings in the most revenue.
  • Is your business a full-time gig or more of a side project for the person running the show?
  • What range does your LLC’s gross revenue for the past year fall into?

Once you’ve filled it out, keep the original for your own files. Then, send in a good quality photocopy to the Secretary of State. You can do this by mail for $135 or go in-person or online for $155.

4. Secure Finances

To finance your LLC’s launch in Minnesota, be prepared for filing fees. These vary based on submission method and entity type but consider them essential investments in your venture’s future. In Minnesota, the filing fee for Articles of Organization stands at a modest $135 when submitted by mail, or $155 for the expedited online or in-person option.

Foreign entities seeking to establish a presence within the state’s borders must instead procure a Certificate of Authority to Transact Business, accompanied by a fee of $185 or $205, respective of the filing method.

5. Craft an Operating Agreement

To ensure operational clarity, draft an operating agreement outlining roles, responsibilities, and management structure. Seek professional guidance or ensure you thoroughly understand Minnesota’s LLC laws if drafting it yourself. Though not mandated by Minnesota’s statutes, the creation of an operating agreement is a prudent endeavor, one that shall imbue your LLC with a robust framework and safeguard against future conflicts.

Alternatively, should you possess the fortitude and acumen, you may embark on the noble quest of authoring the document yourself, though it is advisable to immerse yourself in the state’s intricate legal tapestry first.

6. Obtain an EIN

To give your LLC a unique identity, obtain an Employer Identification Number (EIN) or alternatively, the Federal Tax Identification Number (FTIN) or Federal Employer Identification Number (FEIN) from the IRS. Don’t worry about the process; it’s essential for LLCs, except those with only one member land no employees.

You’ll want to head to the IRS’s user-friendly online portal to grab this crucial identifier without spending a dime. This helps keep your personal details safe and sound.

7. Maintain Compliance

To sustain your LLC’s legitimacy, stay compliant with Minnesota’s legal and financial requirements. File annual renewals by December 31st and fulfill tax obligations promptly to avoid penalties and maintain your enterprise’s standing. Consult with a seasoned accountant to navigate the intricate web of federal and state tax requirements, for your LLC’s tax filing status shall dictate the manner in which you render unto the government its due.

Whether your LLC is taxed as a partnership, sole proprietorship, S corporation, or C corporation, ensure that timely payments and filings are made, lest you risk the wrath of the tax authorities and the potential dissolution of your hard-won enterprise.

Recap

To embark on your LLC journey, select a name that reflects your vision and adheres to Minnesota’s naming rules. Appoint a registered agent to handle legal documents and protect your LLC. Meticulously craft the Articles of Organization to officially establish your LLC and secure finances to cover filing fees.

Draft an operating agreement to ensure operational clarity and obtain an Employer Identification Number (EIN) to give your LLC a unique identity. Stay compliant with Minnesota’s legal and financial requirements to sustain your LLC’s legitimacy.

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