Minnesota LLC

This guide provides a step-by-step roadmap for starting your Minnesota LLC, including naming your business, filing your Articles of Organization, creating an operating agreement, obtaining licenses, and understanding your tax obligations. Following these steps carefully ensures your LLC is compliant, professional, and ready for growth.

1. Name Your Minnesota LLC

Choosing the right name is one of the most important first steps in forming your LLC. Your business name represents your brand, communicates your services or products, and leaves a lasting impression on customers.

Tips for Naming Your LLC:

Clarify your business concept: Make sure your business idea is fully formed. Understanding your products, services, and market will help generate meaningful name ideas.
Ask for suggestions: Friends, family, mentors, or colleagues may provide fresh perspectives or creative angles.
Research online: Check domain name availability and ensure no other businesses in Minnesota use a confusingly similar name.
Use name generators: Online tools can spark creativity, though they cannot replace thoughtful brainstorming.

Minnesota Naming Rules:

Your LLC name must include "Limited Liability Company," "LLC," or "L.L.C."
It cannot contain words that may confuse your LLC with a government agency.
Words like bank, university, or insurance require state approval.
Names must be unique and not imply illegal activity.

Ensure your name is available nationally by checking the U.S. Patent and Trademark Office database.

Reserving a Name:

Once you've settled on a name, it's wise to reserve it with the Minnesota Secretary of State. The reservation process can be completed online or by mail. Online or in-person filing costs $55, while mail submissions cost $35. Name reservations are valid for one year, giving you time to prepare your Articles of Organization without worrying about losing your chosen name.

Doing Business As (DBA):

A DBA, known as an "assumed name" in Minnesota, allows your LLC to operate under an alternate business name. This is useful if you plan to launch additional products or services under different branding while keeping one LLC.

DBA Registration: File a Certificate of Assumed Name online or by mail with the Secretary of State. The filing fee is $50 online or in-person.

Publication Requirement: After filing, you must publish the assumed name in a qualified legal newspaper in the county where your principal business office is located, for two consecutive issues. Keep the affidavit of publication as proof.

2. Select a Registered Agent

Minnesota law requires all LLCs to appoint a registered agent. This person or entity receives legal and official correspondence on behalf of the LLC, including service of process for lawsuits, tax documents, and state notices.

Registered Agent Requirements in Minnesota:

Must be at least 18 years old
Must have a physical address in Minnesota (P.O. boxes are not sufficient)
Must be available during regular business hours
If a business entity, it must be registered to operate in Minnesota

You can serve as your own registered agent, but many entrepreneurs hire professional registered agent services to ensure compliance and avoid missing important notices.

3. Determine Your Management Structure

LLCs can be member-managed or manager-managed, and selecting the appropriate structure is crucial:

Member-Managed LLC:

All members actively manage day-to-day operations. This is common for small LLCs with few owners.

Manager-Managed LLC:

Members appoint one or more managers (who may or may not be members) to handle operations. This works well for LLCs with multiple members where some prefer a passive role.

In Minnesota, if you do not specify your management structure in your Articles of Organization, your LLC will automatically be considered member-managed.

Choosing the right structure affects decision-making, voting rights, and the overall operations of your LLC, so consider your business goals carefully.

4. File Articles of Organization

The Articles of Organization is the official document that creates your Minnesota LLC. You can file online, in-person, or by mail with the Minnesota Secretary of State.

Information Required:

LLC name and principal office address
Registered agent name and address
Organizer name and address
LLC purpose (general business purpose is acceptable)

Fees and Timeline:

Online/In-person Filing: $155
Mail Filing: $135
Online filings are usually confirmed immediately; mailed filings may take up to 7 business days.

Contact Minnesota Secretary of State:

Business Services Address:
First National Bank Building
332 Minnesota Street, Suite N201
Saint Paul, MN 55101

Metro Area Phone: 651-296-2803
Greater MN: 1-877-551-6767
Email: business.services@state.mn.us

5. Draft an Operating Agreement

Although Minnesota does not legally require an operating agreement, having one is highly recommended. This internal document sets rules for ownership, management, and dispute resolution. It's especially important for multi-member LLCs or if you plan to seek investors or business financing.

Key Elements to Include:

LLC's name and principal address
Duration of the LLC
Registered agent information
Membership structure and responsibilities
Management and voting rights
Financial arrangements, including profit/loss distribution
Procedures for adding or removing members
Policies for resolving disputes
Record-keeping and communication rules

You can find templates online, but consulting an attorney ensures that the agreement is legally sound and protects your interests.

6. Obtain an Employer Identification Number (EIN)

The EIN identifies your LLC for federal tax purposes. It is required if your LLC has employees or multiple members.

How to Get an EIN:

Apply online via the IRS website for instant issuance
Or apply by mail or fax using IRS Form SS-4
The EIN application must list a "responsible party," a natural person who controls the business's funds and assets

An EIN is necessary to open a business bank account, apply for business licenses, and file federal taxes.

7. Obtain Business Licenses and Permits

Licensing requirements depend on your industry, location, and business activities. Minnesota does not have a general state-level business license, but many businesses require:

Industry-specific licenses (construction, plumbing, food service, childcare, finance, etc.)
Sales tax license (seller's permit) if selling taxable goods or services
Building, zoning, and fire permits
Health and safety permits at the federal, state, or local level
DBA publication and registration, if applicable

Check the Minnesota eLicensing platform and local city/county offices for required licenses and permits. Operating without proper licensing can lead to fines or closure. Consulting a business attorney or a professional business filing service can ensure you comply fully.

8. Determine Your Tax Status

By default, LLCs are pass-through entities, meaning profits and losses pass through to members' personal tax returns. Minnesota LLCs may be taxed in different ways:

Single-Member LLCs:

Treated as sole proprietorships; income reported on Schedule C, subject to self-employment taxes.

Multi-Member LLCs:

Treated as partnerships; file Form 1065, and each member reports their share of profits/losses on personal tax returns.

LLCs can also elect corporate taxation for potential benefits:

C-Corporation: Pays corporate tax (9.8% Minnesota franchise tax), dividends distributed to members may be taxed again. Avoids self-employment tax on dividends.
S-Corporation: Profits pass through to members, but members must receive a reasonable salary subject to payroll taxes. Remaining profits avoid self-employment tax, which can save money for higher-income businesses.

Choosing the right tax classification depends on your business size, profit, and long-term financial goals. Consulting an accountant is recommended.

Other Key Steps After Forming Your LLC

Open a Business Bank Account:

Keep personal and business finances separate to maintain liability protection. Required documents include EIN and Articles of Organization.

Apply for a Business Credit Card:

Helps build business credit and cover startup costs.

Get Business Insurance:

Protects your business from liability, property loss, or employee-related claims. Common types include:

General liability
Professional liability (E&O)
Workers' compensation
Property, equipment, or commercial auto insurance
Business Owner's Policy (BOP)

Maintain Records:

Store Articles of Organization, operating agreements, tax documents, contracts, and insurance policies securely.

Annual Renewal:

Minnesota requires an annual renewal by December 31, which is free if filed on time. Late filings can result in administrative issues or dissolution.

Minnesota LLC FAQs

Costs vary depending on filing method: Name Reservation Fee - $35 (mail) or $55 (online); LLC Registration Fee - $135 (mail) or $155 (online); DBA/Assumed Name Fee - $30 (mail) or $50 (online/in-person); Annual Renewal Fee - Free (if timely). Business license fees vary by location and industry.

You can search for registered LLCs on the Minnesota Secretary of State Business Filings Search by entering the business name or file number. This shows entity type, status, registered agent, and other filings.

File a Certificate of Assumed Name online, in-person, or by mail. After filing, publish the name in a legal newspaper in your county for two consecutive issues. Retain the affidavit of publication as proof.

Online filings are typically approved immediately. Mail filings may take 3–4 weeks, including processing and mailing.

File an annual renewal with the Secretary of State by December 31 each year. On-time filings are free. Late filings may result in administrative dissolution, so timely submission is crucial.

Yes, as long as you have a physical Minnesota address and are available during business hours. Keep in mind that your name and address will become part of the public record.

No, but it is highly recommended. A written agreement clearly defines ownership, management, financial arrangements, and dispute resolution, which can prevent conflicts and help when opening bank accounts or seeking investors.

By default, LLCs are pass-through entities, so profits are taxed on members' personal returns. LLCs that elect corporate taxation pay the Minnesota franchise tax (9.8%) and may face minimum fees based on payroll, property, and sales.

How to Start Your Own LLC in Minnesota