How to Start an LLC in Minnesota

Last Updated: by the TRUiC Team

Start an LLC in Minnesota With These Five Easy Steps

Or Simply use a professional service:

four point seven out of five Northwest ($29 + State Fees)

three point four out of five LegalZoom ($79 + State Fees)

Minnesota State map icon with filing cost

Starting an LLC in Minnesota is Easy

To start a Minnesota LLC you'll need to file the Articles of Organization with the Minnesota Secretary of State, which costs $155 online. You can apply online, by mail, or in-person. The Articles of Organization is the legal document that officially creates your Minnesota Limited Liability Company

Follow our step-by-step How to Start an LLC in Minnesota guide to get started today. You can learn more about LLCs and their benefits in our What is an LLC guide. To learn how to form an LLC in Spanish, read our Cómo crear una LLC en Minnesota guide.

For more information on how to form an LLC in any state, visit our How to Set Up an LLC guide.

STEP 1: Name your Minnesota LLC

Choosing a company name is the first and most important step of starting a Minnesota LLC. Be sure to choose a name that complies with Minnesota naming requirements and is easily searchable by potential clients.

1. Follow the naming guidelines:

  • Your name must include the phrase “limited liability company” or one of its abbreviations (LLC or L.L.C.).
  • Your name cannot include words that could confuse your LLC with a government agency (FBI, Treasury, State Department, etc.).
  • Restricted words (e.g. Bank, Attorney, University) may require additional paperwork and a licensed individual, such as a doctor or lawyer, to be part of your LLC.
  • Your name must be distinguishable from any other Minnesota limited liability company, corporation, partnership, limited liability partnership, or limited partnership.

For a complete list of naming rules in Minnesota, you can read Minnesota's Availability Guidelines.

2. Is the name available in Minnesota? Make sure the name you want isn't already taken by doing a Business Filings Search on the Minnesota Secretary of State's website.

To learn more about searching for a Minnesota LLC name, read our full guide.

3. Is the URL available? We recommend that you check online to see if your business name is available as a web domain. Even if you don't plan to create a business website today, you may want to buy the URL in order to prevent others from acquiring it.

Find a Domain Now

Now that you have verified your name and secured the URL you may select a professional service to complete the LLC formation process for you. We recommend using one of these professional services:

STEP 2: Choose a Minnesota LLC Registered Agent

You are required to nominate a Minnesota registered agent for your LLC.

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 point of contact with the state.

Who can be a registered agent? a Registered Agent must be a resident of Minnesota or a corporation, such as a registered agent service, authorized to transact business in Minnesota. You may elect an individual within the company including yourself.

Recommended: Northwest provides the first year of registered agent service free with LLC formation ($29 + State Fees)

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 apply online, by mail, or in-person.

Now is a good time to determine whether your LLC will be member-managed vs. manager-managed.

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

State Filing Cost: $155 Online, $135 By Mail, Payable to the Secretary of State (Nonrefundable)

Filing Address:
Minnesota Secretary of State — Business Services
Retirement Systems of Minnesota Building
60 Empire Drive, Suite 100
St Paul, MN 55103

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

Minnesota LLC Formation Document

If you’re expanding your existing LLC to the state of Minnesota, you will need to form a Foreign LLC.

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.

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

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

For more information on operating agreements, read our Minnesota LLC operating agreement guide.

Recommended: Download a template or create a Free Operating Agreement using our tool.

STEP 5: Get a Minnesota LLC EIN

What is an EIN? EIN stands for Employer Identification Number. EINs are a nine-digit number assigned by the Internal Revenue Service (IRS) to help identify businesses for tax purposes. It is essentially a Social Security Number for a business.

An EIN is sometimes referred to as a Federal Employer Identification Number (FEIN) or Federal Tax Identification Number (FTIN).

Why do I need an EIN? An EIN is required to:

  • Open a business bank account
  • File and manage Federal and State Taxes
  • Hire employees

What if I already have an EIN for my sole proprietorship? The IRS requires that sole proprietorships get a new EIN when converting to an LLC.

Where do I get an EIN? You can get an EIN for free from the IRS. Getting an EIN is an easy process that can be done online or by mail.

FOR INTERNATIONAL EIN APPLICANTS: You do not need a SSN to get an EIN. For more information, read our How to Get an EIN as a Foreign Person guide.

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

Frequently Asked Questions

What is an LLC?

LLC is short for Limited Liability Company. It is a simple business structure that offers more flexibility than a traditional corporation while providing many of the same benefits. An LLC is one of several business structures, such as a sole proprietorship, partnership, and corporation (C corp and S corp). For more information, read our What is an LLC guide.

Watch our video: What is an LLC?

How do I name my Minnesota LLC?

You must follow the Minnesota LLC naming guidelines when choosing a name for your LLC:

  • Include the phrase "limited liability company" or one of its abbreviations (LLC or L.L.C.).
  • Do not use words that could confuse your business with a government agency (FBI, State Department, CIA, etc.).
  • Receive the proper licensing when using the words such as lawyer or doctor.

If you are having trouble coming up with a name for your LLC use our LLC Name Generator. That will not only find a unique name for your business but an available URL to match.

After you get your business name, your next step is getting a unique logo. Get your unique logo using our Free Logo Generator.

Do I need to get a DBA or Trade Name for my business?

Most LLCs do not need a DBA. The name of the LLC can serve as your company’s brand name and you can accept checks and other payments under that name as well. However, you may wish to register a DBA if you would like to conduct business under another name.

To learn more about DBAs in your state, read our How to File a DBA guide.

Can I be my own registered agent in Minnesota?

Yes. You or anyone else in your company can serve as the registered agent for your Minnesota LLC.

Read more about being your own registered agent.

Is a registered agent service worth it?

Using a professional registered agent service is an affordable way to manage government filings for your Minnesota LLC. For most businesses, the advantages of using a professional service significantly outweigh the annual costs.

For more information, read our article on Minnesota registered agents.

What is the processing time to form my Minnesota LLC?

One to two weeks online or by mail.

What is the difference between a domestic LLC and foreign LLC?

An LLC is referred to as a "domestic LLC" when it conducts business in the state where it was formed. Normally when we refer to an LLC we are actually referring to a domestic LLC. A foreign LLC must be formed when an existing LLC wishes to expand its business to another state.

Read our What Is a Foreign LLC article to learn more.

How much does it cost to start a Minnesota LLC?

The cost to start a Minnesota LLC is $155 online and in-person or $135 by mail.

To learn more, read our guide on the cost to form a Minnesota LLC.

Do I need to file my operating agreement with the state?

No. The operating agreement is an internal document that you should keep on file for future reference. However, many states do legally require LLCs to have an operating agreement in place.

How do I get an EIN if I don’t have a social security number?

A SSN is not required to get an EIN. You can simply fill out IRS Form SS-4 and leave section 7b blank. Then call the IRS at (267) 941-1099 to complete your application. Learn more about applying as an international applicant.

What tax structure should I choose for my Minnesota LLC?

When you get an EIN, you will be informed of the different tax classification options that are available. Most LLCs elect the default tax status.

However, some LLCs can reduce their federal tax obligation by choosing the S corporation (S corp) status. To learn more, read our LLC vs. S Corp guide.

Do I need an EIN for my LLC?

All LLCs with employees, or any LLC with more than one member, must have an EIN. This is required by the IRS.

Learn why we recommend always getting an EIN and how to get one for free in our Do I Need an EIN for an LLC guide.

What is the Minnesota Partnership Tax?

There is a Partnership Tax for multi-member LLCs formed in Minnesota which varies depending upon your LLC’s income.

What are the LLC income brackets for the Partnership Tax?

  • If annual sales for your business in Minnesota total less than $970,000, you owe $0 in partnership tax
  • If annual sales for your business in Minnesota total between $970,001 and $1,959,999, you owe $200 in partnership tax
  • If annual sales for your business in Minnesota total between $1,960,000 and $9,769,999, you owe $590 in partnership tax
  • If annual sales for your business in Minnesota total between $9,770,000 and $19,539,999, you owe $1,960 in partnership tax
  • If annual sales for your business in Minnesota total between $19,540,000 and $39,079,999, you owe $3,910 in partnership tax
  • If annual sales for your business in Minnesota total $39,080,000 or more, you owe $9,770 in partnership tax

What is Minnesota Nonresident Withholding Tax?

If any of your LLC’s partners are not residents of Minnesota, and they receive at least $1,000 in distributive income from the partnership, the partnership must withhold 9.85% of the non-resident’s income.

What is the minimum wage in Minnesota?

The minimum wage in Minnesota is $8.63 per hour for businesses with gross annual revenue of less than $500,000 per year. The minimum wage for businesses with gross annual revenue of $500,000 or more a year is $10.59 per hour.

In Minneapolis, the minimum wage for businesses with 100 or fewer employees is $13.50 per hour, while the minimum wage for businesses with more than 100 employees is $15.19 per hour.

How often do I need to pay employees in Minnesota?

In Minnesota, most employees are only required to be paid monthly. Employees in "transitory employment" or who work for public service corporations must be paid within 15 day intervals.

Steps to start an L L C in Minnesota

Considering Using an LLC Formation Service?

We reviewed and ranked the top 5 LLC formation services.
Find out which is best for you.

Best LLC Services

Important Steps After Forming an LLC

Separate Your Personal and Business Assets

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

You can start protecting your LLC in Minnesota with these steps:

1. Opening a business checking account:

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

Need help finding your EIN for your bank application? Visit our EIN Lookup guide for help.

Recommended: Read our Best Banks for Small Business review to find the best national bank, credit union, business-loan friendly banks, one with many brick-and-mortar locations, and more.

2. Getting a business credit card:

  • Helps categorize and separate all business expenses for end-of-year tax purposes.
  • Helps build your business credit score — an essential step toward getting a line of credit or business loan in the future. 
  • Allows you to keep track of department expenses by issuing multiple cards (with multiple budgets) to your employees.

For a closer look at business credit cards and their benefits, check out our review of the best small business credit cards.

Recommended: Visit Divvy to apply for their business credit card and build your business credit quickly.

3. Hiring a business accountant:

  • Prevents your business from overpaying on taxes while helping you avoid penalties, fines, and other costly tax errors
  • Makes bookkeeping and payroll easier, leaving you with more time to focus on your growing business 
  • Manages your business funding more effectively, discovering areas of unforeseen loss or extra profit

Recommended: Find out how much you could be saving today by trying our recommended accounting service.

For more business accounting tools, read our guide to the best business accounting software.

Get Business Insurance For Your Minnesota LLC

Business insurance helps you manage risks and focus on growing your business. The most common types of business insurance 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 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, excluding business owners, are required by law to have workers' compensation insurance.

Ready to Protect Your Business?

Get the protection you need with a dedicated small business insurance provider. Find out how much insurance will cost you by getting a quote from our partners at Next Insurance.

Read our review of the best small business insurance companies.

Create Your Business Website

Creating a website is an important step in legitimizing your business. Every business needs a website if you want your customers to find you.

Recommended: Get started today using our recommended website builder or check out our review of the Best Website Builders.

Send Out a Press Release

Press releases are among the easiest and best ways to promote your business. They are also one of the most cost-effective strategies as they:

  • Provides publicity
  • Establish your brand presence on the web
  • Improve your website’s search engine optimization (SEO), driving more customers to your website
  • Are a one-time cost in terms of effort and money
  • Have long-lasting benefits

Read our review of the best press release services.

Keep Your Company Compliant

Minnesota LLC Business Permits & Licenses

Does my Minnesota LLC need business licenses and permits?

To operate your Minnesota LLC you must comply with federal, state, and local government regulations. For example, restaurants likely need health permits, building permits, signage permits, etc.

The details of business licenses and permits vary from state to state. Make sure you read carefully. Don't be surprised if there are short classes required as well.

Fees for business licenses and permits will vary depending on what sort of license you are seeking to obtain.

Find out how to obtain necessary licenses and permits for your business or have a professional service do it for you:

Recommended: If you are a first-time entrepreneur, consider having a professional service research your business’s licensing requirements. Read our best business license services review on Startup Savant.

Minnesota LLC Tax Filing Requirements

Depending on the nature of your business, you may be required to register for one or more forms of state tax.

Minnesota Sales Tax

If you are selling a physical product, you’ll typically need to register for a seller's permit through the Minnesota Department of Revenue website.

This certificate 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 Minnesota sales tax guide to find out more.

Minnesota Employer Taxes

If you have employees in Minnesota, you will need to register for Unemployment Insurance Tax through the Minnesota Department of Employment and Economic Development website. You will also need to sign up for Employee Withholding Tax through the Minnesota Department of Revenue website.

Register for Minnesota State Taxes

Sales Tax | Unemployment Insurance Tax | Withholding Tax

Federal LLC Tax Filing Requirements

Most LLCs will need to report their income to the IRS each year using:

How you pay yourself as an owner will also affect your federal taxes. Visit our guide to learn more about how to pay yourself from your LLC.

Read our LLC Tax Guide to learn more about federal income taxes for LLCs.

Partnership Tax

Minnesota imposes a Partnership Tax on multi-member LLCs with property, annual payroll, and annual sales totaling more than $1.08 million (indexed annually for inflation). Multi-member LLCs with revenue below that threshold are exempt from paying the minimum fee, but still need to file Minnesota form M3. This form can be filed online or by mail. 

File Partnership Tax with the State of Minnesota

OPTION 1: File Online with the State of Minnesota

File Online

- OR -

OPTION 2: File by Mail

Download Form

Fee: Free to file, but annual tax amount varies

Mail to:
Minnesota Partnership Tax
Mail Station 1760
St. Paul, MN 55145

Due Date: Form M3 must be filed by April 18 of the year following the tax year.

Late Filing: Late filing will incur penalty interest on any unpaid tax.

File Your Minnesota LLC Annual Report

Minnesota requires LLCs to file an annual report with the Secretary of State. An annual report in Minnesota is also referred to as an annual renewal.

File Your Annual Report

OPTION 1: File Online with the State of Minnesota

File Online

- OR -

OPTION 2: File by Mail

Download Form

Fee: Free

Mail to:
Minnesota Secretary of State — Business Services
Retirement Systems of Minnesota Building
60 Empire Drive, Suite 100
St Paul, MN 55103

Due Date: Due by December 31 each year.

Late Filings: Minnesota immediately dissolves LLCs that do not file on time.

Avoid Automatic Dissolution

LLCs may face fines and even automatic dissolution when they miss one or more state filings. When this happens, LLC owners risk loss of limited liability protection. A quality registered agent service can help prevent this outcome by notifying you of upcoming filing deadlines and by submitting reports on your behalf.

Recommended: ZenBusiness offers a reliable registered agent service and excellent customer support. Learn more by reading our ZenBusiness Review

Hiring Employees in Minnesota

If you plan to hire employees for your Minnesota LLC, stay compliant with the law by following these steps:

Find out more information from the Minnesota Employment and Economic Development website. 

Recommended: Check out our Hiring for your Small Business Guide for resources like sample job descriptions, payroll service reviews, and more.

Small Business Resources

Get Help Starting a Business in Minnesota

We understand that creating an LLC and getting your business up and running comes with many challenges. To help you succeed, we compiled the best local resources in every major metro area in Minnesota. You can get free assistance in the following areas:

Duluth | Rochester | St Cloud | St Paul-Minneapolis

State of Minnesota Quick Links

More Minnesota LLC Information

Foreign LLCs in Minnesota

Forming a foreign LLC allows your company to operate as one entity in multiple states. If you have an existing LLC and want to do business in Minnesota, you will need to register as a foreign LLC. This can be done online or by mail.

Register as a Foreign LLC in Minnesota

OPTION 1: File Online with the State of Minnesota

Order Online

- OR -

OPTION 2: File by Mail

Download Form

Fee: $205 online and in person, $185 by mail, payable to the Secretary of State (Nonrefundable)

Mail to:
Minnesota Secretary of State - Business Services
Retirement Systems of Minnesota Building
60 Empire Drive, Suite 100
St Paul, MN 55103

How to Obtain a Certificate of Good Standing in Minnesota

A Certificate of Good Standing verifies that your Minnesota LLC was legally formed and has been properly maintained. Several instances where you might need to get one include:

  • Seeking funding from banks or other lenders
  • Forming your business as a foreign LLC in another state
  • Obtaining or renewing specific business licenses or permits

You can order a Minnesota LLC Certificate of Good Standing online or by mail.

Order a Certificate of Good Standing

OPTION 1: Request a Certificate of Good Standing Online

Order Online

- OR -

OPTION 2: Order a Certificate by Mail.

Download Form

Fee: $15 online, $5 by mail, payable to the Secretary of State (Nonrefundable)

Instructions: Search for your business entity, click on your business, and place your order.

Mail to:
Minnesota Secretary of State — Certification
Retirement Systems of Minnesota Building
60 Empire Drive, Suite 100
St Paul, MN 55103

How to Dissolve an LLC in Minnesota

If at any point in the future you no longer wish to conduct business with your Minnesota LLC, it is important to officially dissolve it. Failure to do so in a timely fashion can result in tax liabilities and penalties, or even legal trouble. To dissolve your Minnesota LLC, there are two broad steps:

  • Close your business tax accounts
  • File the Minnesota Articles of Dissolution

When you are ready to dissolve your LLC, follow the steps in our Minnesota LLC Dissolution Guide.

Have a Question? Leave a Comment!