Understanding Minnesota LLC Laws
In this guide, we offer simple explanations to Minnesota LLC laws about:
- LLC Formation Requirements
- Registered Agent Duties and Appointment
- Operating Agreements
- Annual Report Requirements
To learn more about starting an LLC, visit our form an LLC guide.
LLC Formation Requirements
Minnesota LLC Formation Statute
The following LLC formation statutes are from the Minnesota Revised Uniform Limited Liability Company Act:
322C.0201 FORMATION OF LIMITED LIABILITY COMPANY; ARTICLES OF ORGANIZATION.
Subdivision 1.Organizers. One or more persons may act as organizers to form a limited liability company by signing and filing with the secretary of state articles of organization.
Subd. 2.Required contents of articles of organization. Articles of organization must state:
(1) the name of the limited liability company, which must comply with section 322C.0108;
(2) the street address of the initial registered office and, if the limited liability company has an agent for the service of process, the name of the agent for service of process of the company at the registered office; and
(3) the name and street address of each organizer.
Subd. 3.Optional contents of articles of organization. Subject to section 322C.0112, subdivision 3, articles of organization may also contain statements as to matters other than those required by subdivision 2. However, a statement in articles of organization is not effective as a statement of authority.
Subd. 4.Formation. (a) A limited liability company is formed when articles of organization have been filed with the secretary of state accompanied by a payment of $135.
(b) Except in a proceeding by this state to dissolve a limited liability company, the filing of the articles of organization by the secretary of state is conclusive proof that the organizer satisfied all conditions to the formation of a limited liability company.
(c) The formation of a limited liability company does not by itself cause any person to become a member. However, this chapter does not preclude an agreement, made before or after formation of a limited liability company, which provides that one or more persons will become members, or acknowledging that one or more persons became members, upon or otherwise in connection with the formation of the limited liability company.
What This Means: Key Takeaways*
Required Information for Minnesota LLC Formation:
- LLC’s name (Must meet Minnesota LLC naming requirements)
- LLC principal office’s street and mailing address
- Registered agent’s name, Minnesota address, and signature of acceptance
- The name and address of each LLC organizer
Optional Information for Minnesota LLC Formation:
- LLC organizers can add their own provisions as long as the provisions don’t conflict with LLC statute.
Recommended: For help with completing the LLC formation forms, visit our Minnesota LLC Articles of Organization guide.
Registered Agent Duties and Appointment
Minnesota LLC laws define the duties and appointment of the LLC registered agent.
Minnesota LLC Registered Agent Statute
The following registered agent statutes are from the Minnesota Revised Uniform Limited Liability Company Act and the 2020 Minnesota Statutes, Constitutional Offices and Duties, Chapter 5:
322C.0113 OFFICE AND AGENT FOR SERVICE OF PROCESS.
Every limited liability company shall have a registered office and may have a registered agent, in the manner prescribed by section 5.36.
History: 2014 c 157 art 1 s 13
5.36 REGISTERED AGENT FOR SERVICE OF PROCESS.
Subdivision 1.Registered office. A business entity shall continuously maintain a registered office in this state. A registered office need not be the same as the principal place of business in this state or the principal executive office of the corporation. If the current registered office address listed in the records of the secretary of state is not an actual office location, or is solely a post office box, the business entity must provide a new registered office address that includes an actual office location and that may also include a mailing address or post office box. A fee may not be charged if the registered office address is being changed only to bring the address into compliance. The new registered office address must have been approved by the governing body of the business entity.
Subd. 2.Registered agent. A business entity formed under the laws of Minnesota may designate a registered agent in its formation document. A business entity formed under the laws of another jurisdiction must designate a registered agent when registering to do business in Minnesota. The registered agent may be a natural person residing in this state, a domestic corporation, or limited liability company, or a foreign corporation or foreign limited liability company authorized to transact business in this state. The registered agent must maintain a business office that is identical with the registered office.
Subd. 3.Change of agent or office. A business entity may change its registered office, designate or change its registered agent, or state a change in the name of its registered agent, by filing with the secretary of state a statement containing:
(1) the name of the business entity;
(2) if the address of its registered office is to be changed, the new address of its registered office;
(3) if its registered agent is to be designated or changed, the name of its new registered agent;
(4) if the name of its registered agent is to be changed, the name of its registered agent as changed;
(5) a statement that the address of its registered office and the address of the business office of its registered agent, as changed, will be identical; and
(6) a statement that the change of registered office or registered agent was authorized by resolution approved by the affirmative vote of a majority of the governing body of the business entity present.
Subd. 4.Resignation of agent. A registered agent of a business entity may resign by filing with the secretary of state a signed written notice of resignation, including a statement that a signed copy of the notice has been given to the business entity at its principal executive office or to a legal representative of the business entity. The appointment of the agent terminates 30 days after the notice is filed with the secretary of state.
Subd. 5.Change of business address or name of agent. If the business address or name of a registered agent changes, the agent shall change the address of the registered office or the name of the registered agent, as the case may be, of each business entity represented by that agent by filing with the secretary of state a statement as required in subdivision 1, except that it need be signed only by the registered agent, need not be responsive to subdivision 3, clause (6), and must state that a copy of the statement has been mailed to each of those business entities or to the legal representative of each of those business entities.
What This Means: Key Takeaways*
A Minnesota registered agent must:
- Maintain a registered office in Minnesota (i.e., no P.O. Boxes)
- Be an individual, a Minnesota corporation or LLC, or foreign corporation or LLC with a business address that is the same as the registered office address
Registered agent information is kept on file by the State of Minnesota. If you change your registered agent or if your registered agent resigns, you must file a change of registered agent form.
Minnesota LLC laws provide guidelines for creating and maintaining an LLC operating agreement.
The following operating agreement statutes are from the Minnesota Revised Uniform Limited Liability Company Act:
322C.0110 OPERATING AGREEMENT; SCOPE, FUNCTION, AND LIMITATIONS.
Subdivision 1.Operating agreement. Except as otherwise provided in subdivisions 2 and 3, the operating agreement governs:
(1) relations among the members as members and between the members and the limited liability company;
(2) the rights and duties under this chapter of a person in the capacity of manager or governor;
(3) the activities of the company and the conduct of those activities; and
(4) the means and conditions for amending the operating agreement.
Subd. 2.Default rules supplementing operating agreement. To the extent the operating agreement does not otherwise provide for a matter described in subdivision 1, this chapter governs the matter.
Subd. 3.Restrictions. An operating agreement may not:
(1) vary a limited liability company's capacity under section 322C.0105 to sue and be sued in its own name;
(2) vary the law applicable under section 322C.0106;
(3) vary the power of the court under section 322C.0204;
(4) subject to subdivisions 4 to 7, eliminate the duty of loyalty, the duty of care, or any other fiduciary duty;
(5) subject to subdivisions 4 to 7, eliminate the contractual obligation of good faith and fair dealing under section 322C.0409, subdivision 4;
(6) unreasonably restrict the duties and rights stated in section 322C.0410;
(7) vary the power of a court to decree dissolution in the circumstances specified in section 322C.0701, subdivision 1, clauses (4) and (5);
(8) vary the requirement to wind up a limited liability company's business as specified in section 322C.0702, subdivisions 1 and 2, clause (1);
(10) restrict the right to approve a merger, conversion, or domestication under section 322C.1015 to a member that will have personal liability with respect to a surviving, converted, or domesticated organization; or
(11) except as otherwise provided in section 322C.0112, subdivision 2, restrict the rights under this chapter of a person other than a member, manager, or governor.
Subd. 4.Provisions particularly but not exclusively authorized. If not manifestly unreasonable, and without limiting the terms that may be included in an operating agreement, the operating agreement may:
(1) restrict or eliminate the duty:
(i) as required in section 322C.0409, subdivisions 2, clause (1), 7, and 8, to account to the limited liability company and to hold as trustee for it any property, profit, or benefit derived by the member in the conduct or winding up of the company's business, from a use by the member of the company's property, or from the appropriation of a limited liability company opportunity;
(ii) as required in section 322C.0409, subdivisions 2, clause (2), 7, and 8, to refrain from dealing with the company in the conduct or winding up of the company's business as or on behalf of a party having an interest adverse to the company; and
(iii) as required by section 322C.0409, subdivisions 2, clause (3), 7, and 8, to refrain from competing with the company in the conduct of the company's business before the dissolution of the company;
(2) identify specific types or categories of activities that do not violate the duty of loyalty;
(3) alter the duty of care, except to authorize intentional misconduct or knowing violation of law;
(4) alter any other fiduciary duty, including eliminating particular aspects of that duty; and
(5) prescribe the standards by which to measure the performance of the contractual obligation of good faith and fair dealing under section 322C.0409, subdivision 4.
Subd. 5.Duty of loyalty, authorization and ratification of otherwise violative conduct. The operating agreement may specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts.
Subd. 6.Eliminating fiduciary duty when responsibility eliminated. To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of a responsibility that the member would otherwise have under this chapter and imposes the responsibility on one or more other members, the operating agreement may, to the benefit of the member that the operating agreement relieves of the responsibility, also eliminate or limit any fiduciary duty that would have pertained to the responsibility.
Subd. 7.Indemnification and exculpation. The operating agreement may alter or eliminate the indemnification for a member, manager, or governor provided by section 322C.0408, subdivision 2, and may eliminate or limit a member's, manager's, or governor's liability to the limited liability company and members for money damages, except for:
(1) breach of the duty of loyalty;
(2) a financial benefit received by the member or manager to which the member or manager is not entitled;
(3) a breach of a duty under section 322C.0406;
(4) intentional infliction of harm on the company or a member; or
(5) an intentional violation of criminal law.
Subd. 8.Determining whether term is manifestly unreasonable. The court shall decide any claim under subdivision 4 that a term of an operating agreement is manifestly unreasonable. The court:
(1) shall make its determination as of the time the challenged term became part of the operating agreement and by considering only circumstances existing at that time; and
(2) may invalidate the term only if, in light of the purposes and activities of the limited liability company, it is readily apparent that:
(i) the objective of the term is unreasonable; or
(ii) the term is an unreasonable means to achieve the provision's objective.
What This Means: Key Takeaways*
An LLC operating agreement allows LLC members to create rules for how their unique LLC operates. These rules are often called “terms” or “provisions.”
Operating agreements are limited by state statute. For example, if the statute says LLC members can’t dissolve an LLC without all members agreeing, LLC members can’t change or override the statute with an operating agreement.
When an operating agreement is in place, it’s easier to navigate situations involving the operation of the LLC. And, if a lawsuit or dispute arises, LLC members (or the courts) have something to reference.
If a dispute arises that can’t be resolved by LLC members and there isn’t an operating agreement, the courts will use LLC statute to resolve disputes.
Creating an Operating Agreement
Some LLCs, such as professional LLCs or real estate LLCs, might need unique terms, while others might only need to cover standard provisions:
- Each member’s responsibilities
- How new members will be admitted
- How existing members may transfer or terminate their membership
- How profits and dividends will be distributed
- The process for amending the operating agreement
Annual Report Requirements
Minnesota LLC laws set out the requirements for annual LLC reporting, known in Minnesota as annual renewals. The State of Minnesota has created an annual renewal online portal and PDF annual renewal form to simplify the process.
Minnesota LLC Annual Report Statute
The following annual report statutes are from the Minnesota Revised Uniform Limited Liability Company Act and the 2020 Minnesota Statutes, Constitutional Offices and Duties, Chapter 5:
322C.0208 ANNUAL REPORT FOR SECRETARY OF STATE.
(a) The secretary of state may send annually to each limited liability company, using the information provided by the limited liability company and foreign limited liability company pursuant to section 5.002 or 5.34 or the articles of organization, a notice announcing the need to file the annual renewal and informing the limited liability company that the annual renewal may be filed online and that paper filings may also be made, and informing the limited liability company that failing to file the annual renewal will result in an administrative termination of the limited liability company or the revocation of the authority of the limited liability company and foreign limited liability company to do business in Minnesota.
(b) Each calendar year beginning in the calendar year following the calendar year in which a limited liability company and foreign limited liability company files articles of organization, a limited liability company and foreign limited liability company must file with the secretary of state by December 31 of each calendar year a renewal containing the items required by section 5.34. Notwithstanding section 322C.0205, subdivision 1, no fee is required to file an annual renewal.
5.34 ANNUAL RENEWAL FILINGS.
(a) Any business registered with the secretary of state required to file an annual renewal in order to maintain its active status, good standing, or existence under Minnesota Statutes shall file that renewal, whether online or otherwise, in a format that states:
(1) the name in Minnesota of the organization for which the renewal is filed;
(2) the name of the organization in the jurisdiction in which it is organized, if different;
(3) the address of the registered office or designated office and the name of the registered agent of the organization for service of process, if any;
(4) the jurisdiction in which the organization is organized, if that jurisdiction is not Minnesota;
(5) the name and business address of the officer or other person exercising the principal functions of the president of a nonprofit corporation, manager of a limited liability company, or chief executive officer of a corporation or cooperative;
(6) the address of the principal executive office of a domestic business corporation or of a limited liability company or the principal place of business of a cooperative, if different from the registered office address;
(7) the address of the designated office and the name, street, and mailing address of the agent for service of process in Minnesota of a limited partnership or foreign limited partnership;
(8) the street and mailing address of the principal office of a limited partnership;
(9) the street and mailing address of the chief executive office of a partnership and, if different, the street address of an office of a partnership in Minnesota, if any;
(10) the name, street, mailing address, and telephone number of an individual who may be contacted for purposes other than services of process on behalf of a limited partnership or a limited liability partnership, if the agent for the limited liability partnership, limited partnership, or foreign limited partnership is not an individual; and
(11) the e-mail address of the organization to which notices from the secretary of state will be directed, if the organization has an e-mail address.
(b) Any business entity filed with the secretary of state whose articles were first filed with the commissioner of commerce need not file an annual renewal with the secretary of state.
(c) If a cooperative formed under chapter 308A makes a change in the principal place of business on the annual renewal, the secretary of state shall update the records of that cooperative to reflect the new principal place of business without requiring an amendment to the articles of incorporation of the cooperative.
What This Means: Key Takeaways*
Your Minnesota LLC annual renewal must state the following information (and must be current as of the date of filing):
- The name of the LLC
- Street address of principal office and mailing address
- The registered agent’s name and registered office
- The name, title, and address of the LLC manager
- And additional information the state might need
If your registered agent changes on the annual renewal, the annual renewal will be considered notice of change of registered agent.
Annual Renewal Due Dates:
- Annual renewals are due December 31 each year. The first annual renewal is due the following calendar year after the LLC became effective.
*This information is provided for educational and entertainment purposes only. Please consult a lawyer for legal advice.