How to form an LLC in Minnesota

Who should form an LLC in Minnesota?

Anyone who lives in Minnesota or runs their business from there. If you form in another state but operate in Minnesota, you will usually have to register there as a foreign LLC anyway, paying both states' fees. See home state or another state.

How do you form an LLC in Minnesota, step by step?

1. Choose and check the name

   Search the state's business records and include "LLC", "L.L.C." or "Limited Liability Company" in the name.

2. Appoint a registered agent

   A person or company with a physical street address in Minnesota. See what a registered agent is.

3. File the Articles of Organization

   Online or in person for $155, or by mail for $135. The Articles name a registered office address in Minnesota and, optionally, a registered agent.

4. Get an EIN and sign an operating agreement

   The EIN is free from the IRS. See LLC operating agreement.

5. Register for state taxes

   Sales tax and payroll as needed. Then note the first yearly filing date.

What does Minnesota require every year?

An annual renewal each year, with no fee, filed by December 31, starting in the calendar year after formation. The Secretary of State sends reminders to the email address on file. An LLC that does not renew is administratively dissolved, and reinstating it requires a filing and a fee, about $85 online.

For deadlines, fees and late penalties in detail, see Minnesota LLC yearly filings.

What do the first two years cost?

Does Minnesota charge an entity-level fee?

Partnerships and S corporations with larger Minnesota property, payroll and sales pay a minimum fee with their state returns, on a sliding scale. Small LLCs below the threshold pay nothing. A single-member LLC taxed as a sole proprietorship is not subject to it.

Should you file it yourself or use a formation service?

Filing yourself costs only the state fee, and the Minnesota filing is short enough for most owners to complete. A formation service saves time, can act as your registered agent and may send reminders for yearly filings, but compare total yearly costs: low headline prices are often paired with paid add-ons such as expedited filing, operating agreements or EIN applications, which you can do yourself free. Whichever you choose, keep the approved filing, the EIN letter and your operating agreement together. See how much an LLC costs.

Can a non-resident form an LLC in Minnesota?

Yes. Minnesota has no residency or citizenship requirement for an LLC's members or managers. You need a registered agent with a Minnesota street address and an EIN; a foreign owner without a Social Security number applies for the EIN on Form SS-4. A single-member LLC owned by a foreign person files Form 5472 with a pro forma Form 1120 every year, even with no US income. See can a non-resident own a US LLC and annual filings for foreign-owned LLCs.

What happens if you miss a required report?

The state usually charges a late fee and marks the LLC as not in good standing, which can block a certificate of good standing, a bank account or a loan. If the filing stays overdue, the state can administratively dissolve the LLC, ending its liability protection and its claim to the name. Reinstatement means filing every missing report and paying the fees owed, so put the dates in your calendar. See reinstating a dissolved LLC.

Which Minnesota taxes apply to an LLC?

Owners pay Minnesota's graduated income tax on their share of profit. The state sales tax is 6.875%, plus local taxes in many areas; register with the Minnesota Department of Revenue if you sell taxable goods or services.

If you sell online, see Minnesota sales tax for online sellers.

Federally, a Minnesota LLC is taxed like any other LLC. See how LLCs are taxed. For a side-by-side view of state costs, see how much an LLC costs.

This guide is general information. It is not tax or legal advice for your situation.