How to Start a Minnesota LLC
Learn how to form an LLC in Minnesota: Articles of Organization, state fees, registered agent requirements, and annual report deadlines — all in one place.
Bizee Editorial Staff
Editorial Team
Minnesota LLC at a glance
Filing fee: $135 online / $155 by mail or in person
Processing time: [PROCESSING_TIME]
State agency: Minnesota Secretary of State
Annual report due: December 31 each year
State tax rate: No state-level LLC franchise tax; standard Minnesota income tax rates apply to members
How to form a Minnesota LLC
To form a Minnesota LLC, you file Articles of Organization with the Minnesota Secretary of State, pay the state filing fee ($135 online or $155 by mail), designate a registered agent with a Minnesota address, and get a Federal Employer Identification Number (EIN) from the IRS. Most businesses can complete the core steps in a few days.
Minnesota doesn't have a state-level LLC franchise tax, which makes it a relatively low-cost state to maintain an LLC year over year. The main ongoing requirement is an annual report filed with the Secretary of State by December 31 each year.
Name your LLC
Your LLC name must be distinguishable from other registered businesses in Minnesota and must include "Limited Liability Company," "LLC," or "L.L.C." You can check name availability through the Minnesota Secretary of State's business search tool before you file.
If you've settled on a name but aren't ready to file yet, Minnesota allows you to reserve a name for a period of time. A name that's available today isn't guaranteed to stay that way — checking early saves you from restarting the process.
Registered agent requirement
Every Minnesota LLC must designate a registered agent — a person or business with a physical Minnesota street address who is available during normal business hours to receive legal documents and official state correspondence on behalf of your LLC.
You can serve as your own registered agent if you have a Minnesota address, but many business owners use a registered agent service to keep their personal address off public records and make sure nothing gets missed.
File Articles of Organization
The Articles of Organization is the document that officially creates your LLC in Minnesota. You file it with the Minnesota Secretary of State — online for $135 or by mail and in person for $155.
The form asks for your LLC name, registered agent information, and the names and addresses of the organizers. Filing online is faster and costs $20 less — it's the better option for most people.
Get your EIN
After your LLC is approved, apply for a Federal Employer Identification Number (EIN) from the IRS. An EIN is your business's tax ID — you'll need it to open a business bank account, file federal tax returns, and hire employees.
Apply online through the IRS EIN Assistant (available Monday through Friday, 7 AM – 10 PM ET) using IRS Form SS-4. The EIN is issued immediately when you apply online. You can use your Social Security Number for some federal filings as a single-member LLC without employees, but an EIN keeps your personal number off business documents and is required for most banking.
Operating agreement and next steps
Minnesota doesn't legally require an operating agreement, but having one is worth the effort. It documents how your LLC is owned, how decisions get made, and how profits are split — details that matter if you ever have a dispute with a co-owner or need to show a bank how your business is structured.
Once your LLC is formed and your EIN is in hand, open a dedicated business bank account. Keeping business and personal finances separate is one of the clearest ways to protect the liability shield your LLC provides — without it, a court could decide your LLC isn't really a separate entity and your personal finances are fair game.
Annual report requirement
Minnesota LLCs must file an annual report with the Secretary of State by December 31 each year to stay in good standing. The annual report confirms your registered agent and principal office address — it's a short filing, but missing the deadline can put your LLC's good standing at risk.
Minnesota doesn't charge a separate franchise tax on LLCs, which is one thing that catches people off guard when comparing states. Your members pay Minnesota income tax on their share of LLC earnings, but the LLC itself doesn't owe a flat annual tax to the state.
Frequently asked questions
The state filing fee is $135 if you file online or $155 if you file by mail or in person with the Minnesota Secretary of State. That's the required state fee — it's the same regardless of who files the Articles of Organization on your behalf.
Beyond the formation fee, budget for a registered agent service if you don't want to use your personal address, and factor in the annual report filing each December.
It depends on how you file. Online filings through the Minnesota Secretary of State's portal are generally processed faster than mail filings. Processing times can vary, so check the Secretary of State's website for current turnaround estimates before you file.
Yes. Every Minnesota LLC must designate a registered agent with a physical Minnesota street address. The registered agent receives legal documents and official state mail on behalf of your LLC during normal business hours. You can serve as your own registered agent, but many business owners use a registered agent service to keep their home address off public records.
No. Minnesota doesn't legally require an LLC to have an operating agreement. That said, having one is worth the effort — it documents ownership percentages, how decisions get made, and how profits are distributed. Banks and potential partners often ask to see one, and it protects you if a dispute comes up with a co-owner.
Yes. A Minnesota LLC needs a Federal Employer Identification Number (EIN) from the IRS for tax purposes, even if it has no employees. You'll need an EIN to open a business bank account, file federal tax returns, and hire employees. Apply online through the IRS EIN Assistant using Form SS-4 — the EIN is issued immediately upon approval.
Minnesota LLC annual reports are due by December 31 each year. The report is filed with the Minnesota Secretary of State and confirms your registered agent and principal office address. Missing the December 31 deadline can put your LLC's good standing at risk, so mark it on your calendar at the start of each year.
Yes. You can file Articles of Organization online through the Minnesota Secretary of State's business portal. Online filing costs $135 — $20 less than filing by mail or in person. The online portal is the faster and more affordable option for most people forming a Minnesota LLC.
No. Minnesota doesn't impose a state-level franchise tax on LLCs. Members pay Minnesota income tax on their share of LLC earnings, but the LLC itself doesn't owe a flat annual tax to the state — unlike states like California, which charges an $800 minimum franchise tax regardless of income.
