How to Start an LLC in Minnesota (2024 Guide)
Wondering how to start an LLC in Minnesota?
To get started, you'll need to pick a suitable business name, choose a registered agent, and file your Articles of Organization with the Minnesota Secretary of State ($135-$155 processing fee).
You can do this independently, consult with a business attorney for specialized legal guidance, or join the other 65% of our readers and hire a specialized Minnesota LLC formation service (recommended).
Northwest ($29 + State Fees)
LegalZoom ($249 + State Fees)
How to Form an LLC in Minnesota in 6 Steps
In order to form your LLC in Minnesota, there are certain steps you’ll need to complete:
- Name Your Minnesota LLC
- Choose a Registered Agent
- File the Articles of Organization
- Create an LLC Operating Agreement
- Get an EIN
- File a Beneficial Ownership Information Report
Step 1: Name Your Minnesota LLC
Before you get started, you will need to pick a suitable name for your Minnesota LLC.
This will need to comply with all applicable naming requirements under Minnesota law and be both succinct and memorable, as this will make it easily searchable by your potential clients.
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. Is the name available in Minnesota?
To check whether your desired name has already been taken by another business entity in Minnesota, you can perform a Business Filings 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. Is the URL available?
You should 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.
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Once you have verified your name is available, you may now select a professional service to complete the LLC formation process for you.
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If you need additional information before getting started, you can have a look at our in-depth comparison of the Best LLC Services in 2024 instead.
FAQ: Naming a Minnesota 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. Read our What is a Limited Liability Company guide for more information.
Or, watch our two-minute video: What is an LLC?
You must follow the Minnesota limited liability company (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.
Most LLCs do not need a DBA, known in Minnesota as an assumed name. 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.
A professional limited liability company (PLLC) is a type of LLC where one or more members must be licensed by the state to perform a professional service (e.g., lawyers, doctors, etc.).
Minnesota PLLCs use the same Articles of Organization form as standard LLCs, but they must include an additional attachment that states that the company is allowed to operate as a "professional firm" and are subject to the Minnesota Firms Act.
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 necessary step in your Articles of Organization (i.e., the document used to file and register your LLC with the Secretary of State).
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. You can 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
Yes. You can choose to act as your own registered agent, appoint a member of your LLC, work with a business attorney, or hire a professional registered agent service (recommended).
Read more about being your own registered agent.
Using a professional registered agent service is an affordable way to manage government filings for your LLC. For most businesses, the advantages of using a professional service significantly outweigh the annual costs.
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 MinnesotaFile Online
- OR -
OPTION 2: File by Mail or In PersonDownload Form
Filing Fee: $155 online and in person, $135 by mail, payable to the Secretary of State (Nonrefundable)
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
Note: 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
According to the Office of the Minnesota Secretary of State’s website, non-expedited filings that are carried out online are processed within three to five business days on average.
An LLC is called a "domestic LLC" when it conducts business in the state where it was formed. A foreign limited liability company must be created when an existing LLC wishes to expand its business to another state.
The minimum cost to start a Minnesota LLC is $135, which includes filing your Articles of Organization independently via mail ($155 for filings carried out online or in person).
Keep in mind that your total cost may be higher if you decide to use a business attorney or a registered agent service.
To learn more, read our guide on the cost to form a Minnesota 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.
FAQ: Creating a Minnesota LLC Operating Agreement
No. The operating agreement is an internal document that you should keep on file for future reference. However, many other states legally require LLCs to have an 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. It is essentially a Social Security number (SSN) for the company.
Why do I need an EIN? An EIN number 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
- OR -
Option 2: Apply for an EIN by Mail or Fax
Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999
Fax: (855) 641-6935
FAQ: Getting an EIN
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.
All LLCs with employees, or any LLC with more than one member, must have an EIN. This is required by the IRS. You’ll be exempt from this requirement if you’re forming a single member LLC.
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.
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.
Step 6: File a Beneficial Ownership Information Report
Beginning January 2024, LLC owners must file a Beneficial Ownership Information (BOI) Report with the US Financial Crimes Enforcement Network (FinCEN). Existing LLCs can file their report any time between January 1, 2024, and January 1, 2025, while new LLCs must file their report within 90 days of formation.
This contains similar information to that of your Articles of Organization, such as your LLC name and member information, and can be filed online for free. Failure to file an accurate report on time can result in a $500 per day fine.
Note: There are certain filing exemptions, such as for large companies (i.e., more than 20 full-time employees), tax-exempt entities, and publicly traded companies.
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Maintain Your Minnesota LLC
After you’ve submitted all the required Minnesota LLC paperwork to form your company, there are a couple of steps you’ll need to periodically take in order to maintain it, including:
- Filing an annual renewal
- Sorting out your taxes
File the Annual Renewal
In order to maintain your good standing within the state, your LLC is required to file an annual renewal with the Minnesota Secretary of State each year. This renewal updates public records with current information about your LLC, ensuring "transparency and accountability" for all businesses operating in the state.
You can submit your annual renewal (which is sometimes referred to as an “annual report” in other states) with the Secretary of State either online or by mail. This needs to be done by December 31 each year, as failure to file on time may result in your LLC being administratively dissolved by the state.
Sort Out Your Taxes
Regardless of where your LLC is registered, you will be required to pay certain federal taxes. This includes corporation and employer taxes (for LLCs filing as a C corporation), and federal income tax and self-employment taxes (for LLCs taxed as pass-through entities).
In addition, there are a number of different taxes you’ll be required to pay at a local and state level, which can vary depending on the nature of your business.
Below are some of the most common taxes in Minnesota:
As the owner of an LLC based in Minnesota, it's important to be familiar with the key types of state income tax you may be required to pay. We've explored these in greater detail below:
- Individual Income Tax: This tax, which varies between a rate of 5.35% and 9.85% depending on income level and filing status, is paid by the members of an LLC filing as a disregarded entity. You can file the tax return by paper using Form M1: Individual Income Tax.
- Corporate Franchise Tax: LLCs filing as C Corps will be required to pay Minnesota’s 9.80% corporate tax on their total adjusted income and file the current version of Form M4: Corporation Franchise Return.
- Pass-Through Entity 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.
You can file your LLC’s income tax returns by mail using the paper forms linked above or online using the electronic filing options approved by the Minnesota Department of Revenue. The deadline for these tax returns to be filed is typically April 15.
Sales and Use Taxes
In Minnesota, sales tax is generally applied at a statewide rate of 6.875%, though some local jurisdictions impose their own specific sales tax rates ranging between 0.50% and 3.00% which apply on top of the state’s base rate.
Sales and use tax must be paid online and are due annually, quarterly, or monthly depending on how much tax you collect each month:
- Annual filing: $100 or less a month
- Quarterly filing: $101-$500 a month
- Monthly filing: $500 or more a month
Note: For your LLC to be able to pay sales, it will typically need to register with the Minnesota e-Services section of the Department of Revenue website and obtain a Minnesota Tax ID.
LLCs that file an annual federal income tax return as a partnership and are either located, have a business presence, or generate gross income in Minnesota are required to pay Partnership Tax. This is levied as a minimum fee ranging between $240 and $11,570 on incomes of $1,160,000 or greater.
Partnership tax returns and payments are due by March 15 each year for calendar filers or by the 15th day of the third month after the end of your tax year for fiscal filers.
Note: While your LLC will be exempt from this minimum fee if it earns less than the $1,160,000 threshold, it will still need to file Form M3, Partnership Return if it otherwise meets the requirements for this tax.
Steps After LLC Formation
After forming your LLC, you will need to get a business bank account and website, sort all required business licensing, and get business insurance, among other things.
Visit our After Forming an LLC guide to learn more.