Forming an LLC in Minnesota

Created by FindLaw's team of legal writers and editors | Last updated February 11, 2021

If you're ready to form an LLC, then you're well on your way to establishing your company's legal foundation and protecting your personal assets. This article tells you what to do when forming an LLC in Minnesota and provides a link to the necessary forms, links to relevant statutes, and a detailed guide to the process.

Forms for Minnesota LLC Formation

To form your Minnesota LLC, you need to complete and file specific documents. You can use FindLaw's business formation package to access the forms.

LLC and Other Business Organization Types

"LLC" is an abbreviation of "limited liability company." This means that LLC owners aren't personally liable for the LLC's judgments and debts. Forming an LLC requires fewer formalities than for a corporation, but does require more effort to create when compared to the process for a partnership.

An Overview of How to Form an LLC in Minnesota

Forming an LLC is a similar process in every state. However, there are specific laws and procedures that are state-specific. Read the chart below for information about forming an LLC in Minnesota.

Statutes	Minnesota Statutes: Business, Social, and Charitable Organizations (Ch.300-3233A) Section 322B.12 (LLC name) Section 322B.125 (reserved name) Section 322B.115 (articles of organization) Section 322B.13 (registered office/agent) Section 322C.1101 (non-profit LLCs)
Name the LLC	The LLC name must: Contain the term "Limited Liability Company" or the approved abbreviation "L.L.C." and Be different from the names of existing businesses that are already registered with the Minnesota Secretary of State. You can check the Minnesota Name Database for name conflicts. You may reserve your LLC name (online or via regular mail) for 12 months by paying a fee.
Select a Registered Agent	You must appoint a registered agent for your Minnesota LLC. The agent will accept legal documents if the company is sued. The agent must have a physical street address in Minnesota and: Be a Minnesota resident; or A Minnesota business entity; or A foreign entity authorized to do business in Minnesota.
File Articles of Organization	You must file the Articles of Organization with the Minnesota Secretary of State. The filing (which includes fees) must include the following information: The LLC's name and address; The LLC's purpose; The registered agent's name, address, and The name and address of at least one LLC organizer. You may file online or via regular mail.
Create an Operating Agreement	Although Minnesota doesn't require them, it's advisable to create an operating agreement.
Comply with Tax and Regulatory Requirements and Determine Necessary Business Licenses/Permits	If your company sells goods and collects sales tax, you'll likely have to register with the Minnesota Department of Revenue (DOR). If your LLC has more than one member, then you must apply for an Employer Identification Number (EIN). You may also have to obtain local and state business licenses, depending on the type of business and the location.
Foreign LLCs	All LLCs organized outside of the state must register with the Minnesota Secretary of State to do business in Minnesota. All foreign LLCs must appoint a registered agent for process of service who is physically located in Minnesota.

Note: State laws are always subject to change through the passage of new legislation, rulings in the higher courts (including federal decisions), ballot initiatives, and other means. While we strive to provide the most current information available, please consult an attorney or conduct your own legal research to verify the state law(s) you are researching.

Annual Registration Fees

After you've formed your Minnesota LLC, you must pay an annual renewal fee as part of the maintenance of the LLC. You can file the renewal online, in-person, or by mail any time prior to December 31.