How to Form an LLC in Minnesota

Co-authored by Clinton M. Sandvick, JD, PhD

Last Updated: January 31, 2023 References

A limited-liability company ("LLC") is commonly referred to as a "hybrid" business structure, meaning that it shares characteristics of both a corporation and a sole proprietorship. It allows its owners to insulate themselves from personal liability for business debts, does not require the payment of separate business taxes (the tax "passes through" to its owners), allows for a great deal of flexibility with regards to its organizational structure, and is subject to fewer regulations and restrictions than are other types of business structures.^{[1]
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Research source} Establishing such a company in Minnesota is a rather straightforward process.

Part 1

Part 1 of 3:

Drafting the Articles of Organization

1
Obtain the Articles of Organization form. An LLC is formed in Minnesota after its owners complete and file its Articles of Organization with the Secretary of State. The Office of the Secretary of State provides an Articles of Organization form on its website.
- The form consists of two pages. The first is the one you will fill out with the necessary information and then file. The second contains instructions for completing the form.
- Make sure to read through the instructions before beginning to fill out the form.
2
Choose a name for your LLC. One of the more important things you will have to do during this process is to choose a name for your LLC. When choosing your LLC's name, you must adhere to the following guidelines:^{[2]
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- The name must either be in English or in a language that uses the English alphabet.
- The name must contain the words "limited liability company," "professional limited liability company," "LLC," or "PLC."
- The name cannot use the words "corporation," "incorporated," or any abbreviation of either word.
- The name cannot use any words that imply that the LLC is organized for anything else besides a lawful business purpose.
- The name of your LLC must be distinguishable from any name currently reserved or registered with the Secretary of State, and from any state or federal agency.
3
Check to see if your chosen name is available. Before you submit the Articles of Organization, you should check to see if your chosen name is available under state law. You can do this by conducting an online search for business names that are already registered with the Secretary of State using the database provided.^{[3]
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- You can file an optional form along with a filing fee of $35 to reserve a name for a period of twelve months. You can also do this online,^{[4]
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  Research source} in which case the fee is $55.
- Try to have a few alternate names for your company in case your first choice is unavailable.
- During this search, you might also want to check to make sure the relevant URL is available so your LLC's online presence will have an appropriate domain name.^{[5]
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4
Indicate your LLC's registered office. Your LLC must have a registered office at a physical location in Minnesota (i.e., not a P.O. box) where a person who represents your company can be found if necessary.^{[6]
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- You must include a complete street address or rural route and rural box number.
5
Decide if you want to list a registered agent. While state law does not require you to designate a registered agent for your company (someone who can receive service of process or legal documents on behalf of your company), you may choose to do so if you wish.^{[7]
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Research source} If you decide to list such an individual, include their full name on the Articles of Organization.
- Your registered agent must be located at the registered office listed on the form.
- Make sure your agent has formally agreed to perform this role before listing him or her on the form.
6
Provide information relating to the LLC's organizers. You must provide names and complete mailing addresses for each of your LLC's organizers on the form.^{[8]
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Research source} Each organizer must also sign the Articles of Organization.
- You must have at least one organizer.
- There is space on the form for two organizers. If your LLC has more, you can include the required information on an additional sheet.
- Your LLC's organizers must be at least 18 years old.
7
Provide an e-mail address for official notices. You must also provide an e-mail address to which the Secretary of State can send any official notices, which includes notice related to the submission of your LLC's Articles of Organization.
- You must also provide the name and daytime phone number of a person who can answer any questions that arise relating to your LLC's Articles of Organization in the space provided.
Your LLC's Articles of Organization can also include any provisions relating to the internal operation of your company so long as they are permitted by law.^{[9]
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Research source} For example, you may want to add provisions relating to how major business decisions will be made or what happens if your company is dissolved.
9
Sign and file your LLC's Certificate of Organization. The person (or people) forming the LLC must sign the form. After you have reviewed the form and made sure the information you have provided is complete and accurate, you can file the form in-person or by mailing it to the address listed in the instructions section of the form (near the bottom of the second page). You also have the option of filing online.^{[10]
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- You must also pay a filing fee of $135. The fee is $155 if you are filing online or request expedited service when filing in-person.
- Your application will be processed in two to five business days.^{[11]
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Part 2

Part 2 of 3:

Setting Up Your LLC

1
Draft an Operating Agreement for your LLC. After you have filed your LLC's Certificate of Organization, there are several other steps you should take before you actually start doing business. The first of these should be to draft an Operating Agreement between the members of your LLC. This document will govern how your LLC will be operated.^{[12]
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- This agreement should outline things like the roles of each member, voting rights, how new members will be added or existing ones removed, how profits and losses will be allocated, capital contribution for each member, and how the Operating Agreement itself will be amended.^{[13]
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- You do not have to file this agreement with the state.
2
Get an Employer Identification Number from the IRS. If your LLC has more than one member, you will need this number so your LLC can pay federal and state taxes properly, hire employees, and open a company bank account.^{[14]
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Internal Revenue Service
U.S. government agency in charge of managing the Federal Tax Code

Go to source}; (2) by contacting the IRS at (800) 829-4933; or (3) by completing and mailing in Form SS-4 to the address listed on the form.^{[16]
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Internal Revenue Service
U.S. government agency in charge of managing the Federal Tax Code

Go to source}
- Make sure your LLC is legally formed (i.e., your Certificate of Organization has been submitted and approved) before applying for an Employer Identification Number.^{[17]
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  Internal Revenue Service
  U.S. government agency in charge of managing the Federal Tax Code
  
  Go to source}
You will want your LLC to have its own bank account, separate from the bank accounts of its members/managers. The requirements of individual banks vary, but you will likely need, at minimum, your LLC's Employer Identification Number and a copy of its Articles of Organization.

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Part 3

Part 3 of 3:

Submitting Additional Filings

You will need to acquire any licenses or permits necessary to conduct your LLC's particular business from the county or city clerk's office for the jurisdiction in which the LLC is based. Contact these offices to see what additional licenses/permits your LLC will need, if any.
2
File with the appropriate federal, state, and local governmental agencies. Depending on the business purpose of your LLC and the jurisdiction in which you organize, you may have to file additional forms relating to LLCs with certain governmental agencies. Each industry is regulated differently—as is each local jurisdiction—and so it is best to ask an attorney or accountant for assistance in this matter.
- You can also try contacting your local Chamber of Commerce for advice or consulting the U.S. Small Business Administration's website.^{[18]
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  U.S. Small Business Administration
  U.S. government agency focused on supporting small businesses
  
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3
Register with the Minnesota Department of Revenue. State law requires your LLC to register with the Minnesota Department of Revenue and obtain a Minnesota Tax ID number for state tax purposes. You can do this in one of three ways:
- Online at the Department of Revenue's website.^{[19]
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- Over the phone by calling (800) 657-3605 or (651) 282-5225.^{[20]
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- Filling out the form provided and mailing it to the Department of Revenue.^{[21]
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  Research source} Make sure to read the instructions on the form thoroughly before completing it.
4
File your LLC's Annual Renewal. State law requires every LLC to submit an Annual Renewal form every year in order to continue operating as an LLC in Minnesota, which largely serves to make sure the information you filed in your Articles of Organization remains currently accurate.^{[22]
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- You can either fill out and mail in the form provided on the Office of the Secretary of State's website or you can file this renewal online.^{[23]
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- There is no fee for filing this renewal if your LLC is active and in good standing.
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Tips

The duration for LLCs formed in Minnesota defaults to perpetual, meaning your LLC has no specified date on which it will dissolve.

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If you wish to form a non-profit LLC in Minnesota, there is a specific form to use when creating your LLC, provided on the Office of the Secretary of State's website.

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All forms necessary to form and operate an LLC in Minnesota are provided online on the Office of the Secretary of State's website.

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Warnings

Setting up a LLC can be a complicated process and, depending on the nature of your business, a thorough understanding of local, state, and federal laws and regulations and how they apply to your LLC is essential. It is best to consult with an attorney with LLC experience before you begin this process.

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