How to Start an LLC in Minnesota

A Minnesota LLC is one of the most simple, cost-effective, and quick business structures to form. Even so, navigating the formation process can seem daunting without clear guidance and an actionable plan.

In this How to Start an LLC in Minnesota guide, we’ll break down everything you need to know to form your LLC, from the steps you’ll need to take to get started to maintaining your structure.

LLC Minnesota

In order to form an LLC in Minnesota, you’ll need to complete the following steps:

1. Name Your Minnesota LLC
2. Pick a Minnesota Registered Agent
3. Submit your Articles of Organization
4. Create a Minnesota LLC Operating Agreement
5. Get an EIN
6. File Your BOI Report

In the sections below, we’ve broken down each of these steps in more detail.

Step 1: Name Your Minnesota LLC

The first thing you’ll need to do before getting started is picking the right name for your LLC. This is important because your business’s name will need to represent your brand accurately, as well as be as memorable as possible.

In Minnesota, all LLC names need to abide by the following statutory guidelines in order to be accepted by the Secretary of State:

• Must be written in English, or any other language that uses the latin alphabet
• Must contain the phrase “limited liability company” or its abbreviation “LLC”
• If a professional company, must contain one of the following terms: “Professional Limited Liability Company”, “P.L.L.C.”, “P.LC.”, “Limited Liability Company”, or “L.L.C.”
• It’s not permitted for LLC names to contain “corporation”, “incorporated”, or any abbreviation of these two terms
• Must not contain any language that implies or states the LLC is organized for a purpose other than the one listed in its Articles of Organization
• Must be deemed “distinguishable” from the names of all business entities (domestic and foreign) recognized under Minnesota law
• The “distinguishable name” requirement will only be waived if one of the following can be provided:
• The explicit, written consent of a business entity or name holder
• The final judgment of a court (certified) affirming the applicant’s right to use the name
• An affidavit stating the conflicting entity has been inactive for at least three years, backed by evidence of unsuccessful attempts to contact the entity

You can find these naming regulations broken down in more detail under Minnesota Statutes § 322C.0108 & .0107.

Keep in mind that even though picking an LLC name in itself has no cost, there are certain fees that can be associated with the overall process.

Reserve an LLC Name

If you’re not yet ready to launch your business and still need a little more time, you can choose to reserve your desired LLC name for later by submitting a Request for Reservation of Name with the Secretary of State.

This form, which costs $35 if filed by mail and $55 for online and in-person submissions, will protect the name you plan to use for up to 12 months.

After this period, a Minnesota LLC name reservation can also be renewed for an additional 12 months if you wish, according to Minnesota Statutes § 302A.117.

Note: We always recommend carrying out a Business Filings Search before you decide to reserve a name in order to check it’s available first.

Register an Assumed Name

Another potential cost associated with naming your LLC is registering an assumed name — which is also known as “doing business as” (or DBA) name. This is essentially a nickname that you can choose to register for your business to operate under — particularly if you’re not content with your LLC’s legal name.

Registering a DBA name can be done by filing a Certificate of Assumed Name with the Secretary of State and paying a filing fee of either $30 (mail applications) or $50 (online or in-person applications).

It’s important to note that, unlike for the legal names of business entities, there is no requirement for assumed names to be similar or identical to those that have already been registered.

Once your request for an assumed name has been approved, you’re required by law to publish your Certificate of Assumed Name in two consecutive issues of one of the approved legal newspapers based in the county you primarily operate in.

Note: In Minnesota, you’ll be required to submit an annual Assumed Name Renewal form in order to keep it valid. This can be done at no cost unless you file late — in which case you’ll need to pay for a reinstatement fee.

Buy a Domain Name

Finally, you’ll want to focus on securing a good domain name (which is your website’s address) for your business. For this, try to focus on choosing one that’s easy for customers to remember, relevant to your business, and accurately reflects your brand.

After confirming the domain name you want to use is actually available, you can purchase it through a trusted registrar.

Step 2: Pick a Registered Agent

The next step you’ll need to take toward forming your LLC is to pick a registered agent (RA).

This is an individual or business entity that accepts legal correspondence on behalf of your business, such as service of process, notice of lawsuits, and official government communications; you’re required to continuously maintain one as long as your LLC is active.

Your registered agent can be an individual or business entity, but will need to satisfy the following requirements under Minnesota Statutes §§ 5.35, 5.36:

• If an individual, must be a Minnesota resident
• If an entity, must be authorized to operate within the state
• The registered office address must be located within Minnesota state lines (PO boxes don’t count)
• Must hold a business office address that’s identical to that of your registered office

You can even act as your own registered agent if you’re looking to save money — though we don’t typically recommend this as you’re much more likely to suffer fines and penalties due to non-compliance than if you just hire a professional service.

On top of this, you’ll lose any anonymity your LLC would have given you since your name, address, and contact information will be publicly available.

Note: To have a look at some of our other top recommendations, you can also check out our Best Registered Agent Service of 2024 guide.

Step 3: Submit Your Articles of Organization

In Minnesota, the Articles of Organization is the filing document that you’ll need to submit with the Secretary of State in order to officially register your LLC (this is also referred to as the Certificate of Formation in other states).

It will cost $155 to file your formation document if you’re creating a domestic entity and $185 if you’re submitting an application for a foreign entity — though these formation fees can increase if you choose in-person or online filing (as they’re expedited).

To complete your Articles of Organization, you’ll need to have the following information available:

• Your LLC’s legal name
• The name and address of the registered agent you plan to use
• Each of your LLC’s organizer’s names, addresses, and signatures
• Your email address (to receive official notifications)

Below, you’ll find an overview of the two main ways you can submit this document with the Office of the Minnesota Secretary of State.

Online Filings

Generally, applying online through the Office of the Minnesota Secretary of State website is the most convenient way of submitting your Articles of Organization.

Additionally, since online filings are expedited, it’s also one of the quickest ways to submit this document — though this does come at the cost of a slightly higher filing fee.

Paper Filings

On the other hand, you’re also able to submit a paper application by printing out and completing either the Articles of Organization form (for domestic entities) or a Certificate of Authority to Transact Business (for foreign entities).

Once you’ve done this, you can go ahead and submit the completed document to the following address, either in-person or by mail:

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

Step 4: Create a Minnesota LLC Operating Agreement

Once this is completed, the next step you’ll need to take is to create an operating agreement.

This is an internal document that clearly outlines the ownership and management structure of your company in order to reduce potential future conflict.

While this document isn’t legally mandated in Minnesota, all LLCs are recommended to have one as it can help maintain both: smooth operations and your LLC’s corporate veil (which is what protects your personal liability compared to a sole proprietorship).

A number of companies provide drafting services for operating agreements online, typically for a fee of around a few hundred dollars. However, it’s quite easy to sort this out by yourself if you want to save money, and you can even find a number of free templates online to help with this.

Step 5: Get an EIN

Even though it’s not a legal requirement (unless your LLC has employees or multiple members), all Minnesota LLCs should apply for an Employer Identification Number (EIN).

This is a free, nine-digit number used by the IRS to identify your business and keep track of its tax reporting — much like a Social Security Number (SSN) for individuals.

You’ll need an EIN to be able to:

• Hire employees
• Open a business bank account
• Apply for some business licenses/permits
• Establish a line of credit

On top of this, using an EIN instead of a Social Security Number (SSN) helps to protect your personal information and safeguard your anonymity as the business owner of your LLC.

You can quickly apply for an EIN for your LLC online through the IRS website. You’re also able to submit a paper application using Form SS-4 either via fax to (855) 641-6935, or by mailing it to the following address:

Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999

Note: Don’t worry if you don’t already have an SSN, it’s not necessary to have one in order to apply for an EIN — instead, you can just leave Section 7b of the application blank and call the IRS on (267) 941-1099.

Step 6: File a BOI Report

Starting January 2024, the vast majority of LLC owners will be required to file a Beneficial Ownership Information (BOI) Report with the US Financial Crimes Enforcement Network (FinCEN).

This is part of an initiative by the U.S. government to stop individuals and entities engaging in illegal or unethical activities from being able to conceal this using “opaque ownership structures”, like shell companies, to hide their true identities.

Existing LLCs will be able to file this report anytime between January 1, 2024, and January 1, 2025, while new LLCs will have up to 90 days after the date they were initially formed to do so (30 days for LLCs formed after the start of 2025).

Keep in mind that failure to file your LLC’s BOI report on time can result in exorbitantly high fines (i.e., $591 per day) or even jail time (up to two years).

Note: Not every LLC owner is required to file a BOI report. For example, companies with more than 20 full-time employees, accounting firms, and banks are exempt. For a full list of filing exemptions, you can have a look at FinCEN’s website.

How to Maintain Your Minnesota LLC

In order to keep operating legally in the state of Minnesota, you’ll need to file an annual renewal with the Secretary of State every year.

Don’t worry if you’re not sure how to complete this step, as we’ve detailed all the information you’ll need to know in the sections below.

File an Annual Renewal

To keep your LLC in good standing, it’s required to file an annual renewal with the Minnesota Secretary of State according to Minnesota Statutes § 5.34. This keeps the public records updated with your LLC’s current information, promoting transparency and accountability for businesses operating in the state.

When completing this filing, you will need to provide details about your LLC, including its:

• Primary place of business
• Current legal name
• Registered agent details and office address

The annual renewal, which is often referred to as an “annual report” in other states, is due by December 31 each year and can either be submitted online or by mail using the Limited Liability Company Annual Renewal Form.

Note: There is no associated filing fee for the annual renewal, though a reinstatement fee must be paid if your LLC is ever dissolved because you failed to file. Mail submissions cost $25 while online and in-person filings cost $45.

Minnesota vs Other States

Considering Minnesota as a place to start a business offers a number of key advantages.

The first of these is the state’s diverse economy — as evidenced by its thriving Fortune 500 presence and high success rate for new businesses — which very clearly demonstrates its ample opportunities for growth and innovation.

On top of this, Minnesota’s robust GDP and high per capita income underscore the state’s economic stability and attractiveness to business owners looking to establish or expand their ventures.

Finally, the state’s commitment to infrastructure development — including extensive transportation networks and broadband connectivity — ensures efficient operations and access to both local and global markets.

Regardless, keep in mind that the best state to form your LLC is almost always the state that you will be operating in; this is because otherwise you’ll likely be required to register as a foreign LLC in your home state, meaning that you’ll need to pay registration and maintenance fees twice.

Minnesota Secretary of State Contact Information

Mailing Address:
Business Services
Retirement Systems of Minnesota Building
60 Empire Drive, Suite 100
St Paul, MN 55103
Monday – Friday, 8 a.m. to 4 p.m.

Contact Information:

Email: business.services@state.mn.us
Phone: (512) 463-5555