Minnesota LLC annual report and yearly fees: what is due and when

What does a Minnesota LLC have to file each year?

For forming the LLC in the first place, see how to form an LLC in Minnesota.

When is it due?

By December 31 each year, starting in the calendar year after formation: an LLC formed in February 2026 files its first renewal by December 31, 2027. The same date applies to every LLC. The Secretary of State emails reminders to the address on file, so keep it current. If the LLC was formed by mail or through a formation service, check which email address the state has, because reminders sent to an old or third-party address are easily missed.

How much does it cost?

Nothing, if filed on time. The only cost of missing it is reinstatement: $85 online or in person, or $65 by mail, filed with the overdue renewal.

How do you file it?

1. Go to the Secretary of State's online business services

   And search for the LLC.

2. Choose the annual renewal

   For the current year.

3. Confirm or update details

   Registered office, agent if any, and principal executive office.

4. Submit by December 31

   No payment is due if on time.

What information do you need?

The annual renewal usually confirms or updates the LLC's principal office and mailing addresses, its registered agent and registered office, the names and addresses of its members or managers, and an email address for state notices. Have the LLC's Minnesota entity or file number ready; it appears on the formation approval and in the state's business search. Changing the LLC's name or management structure needs a separate amendment, not the report.

What happens if you file late or not at all?

An LLC that has not filed its renewal by December 31 is administratively dissolved by the Secretary of State. It loses its active status and liability protection until it is reinstated.

How do you restore a dissolved LLC?

A dissolved Minnesota LLC files an annual renewal with the reinstatement fee: $85 online or in person, or $65 by mail. Reinstatement restores the LLC to active status. See reinstating a dissolved LLC.

What else does a Minnesota LLC pay each year?

Owners pay Minnesota's graduated income tax on their share of profit. Partnerships and S corporations with larger Minnesota property, payroll and sales pay a minimum fee with their state returns. LLCs selling taxable goods or services file sales tax returns, and employers file withholding, unemployment and paid leave returns.

What does a typical year look like?

Is anything different for foreign owners?

No. A Minnesota LLC owned by someone outside the US files the same annual renewal in the same way, usually online with a card. Make sure the registered agent forwards state notices promptly, since that is where reminders and penalty notices go. Separately, a single-member LLC owned by a foreign person must file Form 5472 with a pro forma Form 1120 with the IRS every year; that federal filing is unrelated to the state report and carries a $25,000 penalty if missed. See annual filings for foreign-owned LLCs.

How do you avoid missing it?

Put the due date in a calendar with a reminder a month ahead, keep the email address on the state's records current, and file as soon as the filing window opens. Registered agent services usually send reminders too. Be wary of official-looking letters from private companies offering to file for a much higher fee: genuine notices come from the Minnesota Secretary of State, and you can always file directly. See business tax deadlines.

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