How to Start an LLC in Minnesota (2025 Guide)

How to Form an LLC in Minnesota in 5 Steps

In order to form your LLC in Minnesota, there are certain steps you’ll need to complete:

1. Name Your Minnesota LLC
2. Choose a Registered Agent
3. File the Articles of Organization
4. Create an LLC Operating Agreement
5. Get an EIN

Step 1: Name Your Minnesota LLC

The first step in starting an LLC in Minnesota is picking a name.

Think of a name that will be memorable and easily searchable by your potential clients, while also following the Minnesota naming requirements.

1. Important Naming Guidelines for Minnesota LLCs:

• Your name must contain the words “limited liability company,” “limited company,” or an applicable abbreviation (e.g., LLC, LC, etc.). 
• Your name must be distinguishable from all other business names that have been registered with the Minnesota Secretary of State. 
• Your name cannot contain language that implies that it is affiliated with a state or federal body (e.g., State, City, Treasury, etc.). 
• Your name cannot contain certain restricted words without prior written approval from the relevant state agencies (e.g., Bank, Medicine, etc.). 

We recommend checking out the Minnesota’s Availability Guidelines for a complete list of naming rules in this state.

2. Conduct a Business Name Search in Minnesota

To check whether your desired name has already been taken by another business entity in Minnesota, you can perform a business entity search on the Secretary of State’s website.

If you’re not going to start your LLC right away, it might be a good idea to consider reserving your name for up to 12 months. You can do this by filing a Name Reservation form with the Office of the Minnesota Secretary of State ($35-$55 processing fee). 

For more information, you can have a look at our Minnesota LLC Name Search guide.

3. Conduct a Domain Name Search

Next, check online to see if your business name is available as a web domain. Even if you don’t plan to make a business website right away, this is an extremely important step as it will prevent others from acquiring it, potentially saving you both time and money in the long term. 

Once you have verified your name is available, you may now select a professional service to complete the LLC formation process for you.

FAQ: Naming a Minnesota LLC

Step 2: Choose a Minnesota LLC Registered Agent

After you find the right name for your LLC, you will need to nominate a Minnesota registered agent. This is a required step for all Minnesota LLCs.

What is a registered agent? A registered agent is an individual or business entity responsible for receiving important tax forms, legal documents, notice of lawsuits, and official government correspondence on behalf of your business. Think of your registered agent as your business’s primary point of contact with the state.

Who can be a registered agent? A registered agent must be a resident of Minnesota or a corporation that is authorized to transact business in the state. This can be a registered agent service, individual within the LLC, or a business attorney. 

FAQ: Nominating a Registered Agent

Step 3: File the Minnesota LLC Articles of Organization

To register your Minnesota LLC, you will need to file the Articles of Organization with the Secretary of State. You can do this online, by mail, or in person. 

Before getting started, you will need to make sure that that you have all of the required information:

• The name of your LLC
• Your LLC’s registered agent’s name and office address
• The name, street address, and signature of all LLC organizers
• Your email address (for official notices)

File the Articles of Organization

OPTION 1: File Online With the State of Minnesota

File Online

– OR –

OPTION 2: File by Mail or In Person

Download Form

Filing Fee: $155 online and in person, $135 by mail, payable to the MN Secretary of State (Nonrefundable)

Filing Address:
Minnesota Secretary of State — Business Services
First National Bank Building
332 Minnesota Street, Suite N201
Saint Paul, MN 55101

For help with completing the form, visit our Minnesota Articles of Organization

If you’re expanding your existing business to the state of Minnesota, you’ll need to register as a foreign limited liability company (LLC).

FAQ: Filing Minnesota LLC Documents

Step 4: Create a Minnesota LLC Operating Agreement

A Minnesota LLC is not required to have an operating agreement, but it’s a good practice to have one.

An operating agreement is a legal document outlining the ownership and operating procedures of an LLC.

A comprehensive operating agreement ensures that all business owners are on the same page and reduces the risk of future conflict.

You can use the free tool in our Business Center to create a custom operating agreement in minutes — or download our free templates:

• Minnesota Single-Member LLC Operating Agreement
• Minnesota Multi-Member LLC Operating Agreement

FAQ: Creating a Minnesota LLC Operating Agreement

Step 5: Get an EIN for Your Minnesota LLC

You can get an Employer Identification Number (EIN) from the IRS website for free. It is used to identify a business entity and keep track of a business’s tax reporting. Think of an EIN as essentially a Social Security number (SSN) for the company.

Why do I need an EIN? An EIN is required for the following:

• To open a business bank account for the company
• For federal and state tax purposes
• To hire employees for the company

Where do I get an EIN? An EIN is obtained from the IRS (free of charge) by the business owner after forming the company. This can be done online or by mail.

FOR INTERNATIONAL APPLICANTS: You do not need an SSN to get an EIN. Learn more here.

Get an EIN

Option 1: Request an EIN from the IRS

Apply Online

– OR –

Option 2: Apply for an EIN by Mail or Fax

Download Form

Mail to:
Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999

Fax: (855) 641-6935

Fee: Free

FAQ: Getting an EIN

Best LLC Services in Minnesota Compared

For a comprehensive comparison, read our Best LLC Services review. We reviewed and ranked the top LLC formation services to help you determine the best fit for your new business.

Important Next Steps to Protect Your Minnesota LLC

After you’ve formed your LLC, you’ll need to complete key steps in order to:

• Separate your personal and business assets
• Stay compliant with state and federal laws

Get a Business Bank Account & Credit Card

Using a dedicated business banking account and business credit card is essential for personal asset protection.

When your personal and business accounts are mixed, your personal assets (your home, car, and other valuables) are at risk in the event your LLC is sued. In business law, this is referred to as piercing your corporate veil.

You can protect your business with these two steps:

1. Opening a business bank account:

• Separates your personal assets from your company’s assets, which is necessary for personal asset protection.
• Makes accounting and tax filing easier.

2. Getting a business credit card:

• Helps you separate personal and business expenses.
• Builds your company’s credit history, which can be useful to raise capital later on.

Get Insurance

Even though an LLC offers limited liability, you’ll still likely need to purchase some form of business insurance to protect your LLC’s assets. The most common types are:

• General Liability Insurance: A broad insurance policy that protects your business from lawsuits. Most small businesses get general liability insurance.
• Professional Liability Insurance: A business insurance for professional service providers (consultants, accountants, etc.) that covers against claims of malpractice and other business errors.
• Workers’ Compensation Insurance: A type of insurance that provides coverage for employees’ job-related illnesses, injuries, or deaths. In Minnesota, businesses with one or more employees, including LLC members and corporate officers, are required by law to have workers compensation insurance.

Want to learn exactly what coverage your Minnesota business may need? Read our full Minnesota Business Insurance Guide.

Obtain Business Licenses If Needed

While Minnesota doesn’t require a general state business license, your LLC may need specific licenses or permits based on its industry, location, and activities.

• State-Level Licenses: Use the Minnesota Elicensing website to determine if your business requires any state-issued licenses or permits.
• Local Licenses: Check with your city or county clerk’s office to identify any local licensing requirements, such as zoning permits or health department approvals.
• Federal Licenses: If your business activities are regulated by a federal agency (e.g., selling alcohol, firearms, or operating in transportation), consult the U.S. Small Business Administration’s guide to determine necessary federal licenses or permits.

For a comprehensive overview and step-by-step instructions, refer to our Minnesota Business License Guide.

Pay Minnesota LLC Taxes

Your Minnesota LLC will have several key tax obligations:

Federal LLC Tax Requirements

As a pass-through entity, profits typically flow to your personal tax return. LLC members pay self-employment tax (15.3%) on their earnings.

Income Taxes

Minnesota imposes multiple income taxes that may be applicable to your LLC: individual income tax, corporate income tax, and pass-through entity tax. You can file returns for these taxes online or by mail using the forms listed below.

• Individual Income Tax: Paid by all members of an LLC filing as a disregarded entity, the rate of this tax varies between 5.35%-9.85%. You can file the tax return by paper using Form M1: Individual Income Tax.
• Corporation Franchise Tax: LLCs filing as C Corps will be required to pay Minnesota’s 9.8% corporate tax on their total adjusted income and file the current version of Form M4: Corporation Franchise Return. S Corps can file using Form M8.
• Pass-Through Entity (PTE) Tax: PTE tax allows your LLC to pay income tax at a flat rate of 9.85% on behalf of its partners, members, or managers. An LLC can elect to be taxed in this way if a qualifying owner completes Schedule PTE: Pass-Through Entity Tax and submits it to the Department of Revenue alongside their individual tax return.

Sales and Use Taxes

If you’re selling a physical product or tangible personal property, you will need to obtain a Minnesota Tax ID, or seller’s permit, and Sales and Use Tax account through the Minnesota Department of Revenue. 

This allows a business to collect sales tax on taxable sales.

Sales tax, also called “Sales and Use Tax,” is a tax levied by states, counties, and municipalities on business transactions involving the exchange of certain taxable goods or services.

Read our sales tax guide to find out more.

Partnership Tax

Partnership tax applies to LLCs with income of $1,220,000 or greater, that file their federal income tax returns as a partnership, and are: 

• Located in Minnesota;
• Have a business presence in Minnesota, or;
• Generate gross income in Minnesota.

Note: While your LLC will be exempt from this tax if it earns less than the $1,220,000 threshold, it will still need to file Form M3, Partnership Return if it otherwise meets the requirements.

Employer Taxes

If you have employees in Minnesota, you will need to register for Unemployment Insurance Tax through the Minnesota Unemployment Insurance Agency. You will also need to sign up for Withholding Tax through the Minnesota Department of Revenue.

 Local Taxes 

Some Minnesota cities impose their own taxes such as local option sales tax, local lodging tax, and property tax, to name a few.

You can learn more about required local taxes on the Minnesota Department of Revenue’s website.

Most Minnesota LLCs must file their state tax returns by April 15. For help understanding your full tax obligations — and making sure nothing gets missed — check out our full Minnesota LLC Tax Guide.

File Your LLC Annual Renewal

Minnesota requires LLCs to file an annual renewal, also known as an annual report, with the Minnesota Secretary of State. The deadline for this is December 31st annually, and it can be filed online or by mail. There is no fee required for this filing if your LLC is in good standing. 

Note: Failure to file an annual renewal by the annual due date may result in the dissolution of your LLC. To stay on top of this deadline and other important compliance tasks, we recommend hiring a professional registered agent service — they can help ensure you never miss a filing.

Minnesota Business Resources

• TRUiC Business Center
• Minnesota Small Business Development Center
• Minnesota Secretary of State Business & Liens
• Minnesota LLC Statutes
• Minnesota Small Business Resources
• Understanding Minnesota LLC Laws