How to Form an LLC in Minnesota
Introduction
If you’re looking to form an LLC in Minnesota, you have a lot of options. You can start your LLC online, by mail or in person at one of the Secretary of State’s offices. The process takes about 30 minutes and costs $100 (not including fees from your registered agent). If you’d like help with any part of this process, an attorney can guide you through it for less than $300. Otherwise, follow these steps:
Step 1: Choose a name for your LLC.
- Choose a name for your LLC.
The first step in forming an LLC is to choose a name for your business. Minnesota has no restrictions on what you can call your LLC, but there are some important things to keep in mind:
- The name must not already be in use by another entity (corporation, limited liability partnership or limited partnership) registered with the Minnesota Secretary of State’s office. If you are unsure whether a chosen name is available, call 651-296-2809 or email Corporations@state.mn.us before applying for your registration certificate or articles of organization form filing fee waiver (if applicable).
- The name should not be so long as to create confusion among customers or vendors; it should also be easy enough for people to remember so that they can choose it over other similar names if necessary (e.g., “Northstar Landscaping & Lawn Care Service” versus “Landscaping & Lawn Care Service Northstar Landscaping”).* Lastly, make sure that no part of your proposed business entity’s name implies that you’re strictly a nonprofit organization; this could cause problems down the line during state filings and taxes
Step 2: File a Certificate of Assumed Name.
If you’re forming a single-member LLC in Minnesota, your name should include the word “Limited Liability Company”. If you’re forming a multi-member LLC, there is no requirement to include the term “limited liability” in your name.
You can file this form online at the Secretary of State’s website. When filing online, be sure to select “Certificate of Assumed Name” from the dropdown list on their page rather than “Fictitious Name Registration” or “DBA Form” (according to the FAQ). The fee for filing this document is $15 plus tax ($18 total). You’ll be able to pay by credit card when completing this step.
Step 3: File the Articles of Organization — Foreign Limited Liability Company.
The next step is to file the Articles of Organization — Foreign Limited Liability Company. You can do this through the Secretary of State’s Office and they will provide you with a form, which you then have to fill out. This is also available online if you prefer to do it that way. They have downloadable forms for both large and small businesses so it doesn’t matter whether or not your company has more than one member or how many employees it has; these forms are still applicable.
The information required includes:
- Name of foreign LLC (you must use exactly what was given on your Certificate of Formation)
- Domestic/Foreign Status (you need to choose either Domestic or Foreign)
- Type of Business Entity (choose either Corporation or Nonprofit Corporation)
Step 4: Appoint a Minnesota registered agent.
A registered agent is a person or company that must have a physical address in Minnesota and be available during normal business hours to accept legal papers on behalf of your LLC. Registered agents are usually attorneys or small business service companies. You can find a registered agent on the Secretary of State’s website, or by calling 651-296-2803 between 8:00 am and 5:00 pm Monday through Friday (excluding holidays).
You will need to appoint an agent for your LLC if you choose not to appoint yourself as an agent under Minnesota Statute 347A.03 Subd 1(a)(1), or if you don’t have another suitable alternative who can act as an agent under 347A.03 Subd 1(a)(2). Appointing an Agent Upon Incorporation
Forms filed with the Secretary of State must include the name and address of at least one individual who has been designated by each domestic limited liability company as its “agent.” Each domestic limited liability company must designate only one natural person as its initial designated individual pursuant to this section; however, this may change upon request of the domestic limited liability company made within 30 days after termination of service by any previous designated individual whose term has not expired pursuant to section 347A….
Step 5: Establish an LLC Operating Agreement.
The LLC operating agreement is the contract between members of the LLC. It outlines how the company will be run, including how profits are distributed, what happens if a member wants to leave and more. The operating agreement must be signed by all members and filed with the Secretary of State for your new business to be official. If you don’t have an operating agreement in place yet, read on for information about creating one (and filing it with Minnesota’s Secretary of State).
Filing Your Operating Agreement With Minnesota’s Secretary of State:
- Before you create an LLC operating agreement, check off these requirements:
- You must have at least one member who is 18 years old or older
- All members must sign off on their respective roles and responsibilities under this document
Step 6: Register for taxes (Optional).
In Minnesota, LLCs are not required to pay state taxes. However, if you want to register for taxes and file your own business tax return (instead of having the state file it for you), then you need to do this within 90 days after starting your LLC. If you don’t file a tax return at all, then there won’t be any penalties or fees assessed against your LLC—but also no tax revenues collected either!
If you’re interested in registering for taxes, simply visit [this website link](https://www.taxes.state.mn.us/faqs#faq1).
You can start your Minnesota LLC online, by mail or in person at one of the offices listed on the Secretary of State’s website.
If you choose to start your LLC online, the process is fairly straightforward. Just go to the Secretary of State’s website and click “start your LLC.” The site will walk you through every step of the process, from choosing your business type and filing fees to completing final paperwork.
Once you’ve made it through all the steps, your LLC will be registered with the state and ready for use! You’ll also receive an official Certificate of Formation by mail within 10 days.
If you’d rather not file online or can’t access a computer at home or work (or if you want someone else to do it for you), there are plenty of other options available:
- Mail-in filings are another popular choice because they’re relatively cheap—about $50 less than filing online—and take only three weeks instead of four weeks like mail-in filings in other states. However, this option isn’t as flexible as some others; if something goes wrong during the process (say, if there’s an error on one document), then all subsequent documents have to be mailed again too before being accepted by Minnesota authorities
Conclusion
Congratulations! You’ve made it to the end of our guide to forming an LLC in Minnesota. Now that you have all the information needed, we hope that starting your new business venture will be a breeze.
