A Minnesota limited-liability company (LLC), a type business entity, provides liability protection for its owners. The LLC can have flexible management structures and can either be taxed as a pass through entity or a corporation. In Minnesota, LLCs must be registered with the Office of the Minnesota Secretary of State. You’ll also need to pay the $135 filing fee ($155 on the internet). First, choose a business name. Then designate your registered office. We’ll walk you through the steps of setting up your LLC.
1. Name Your LLC
Minnesota’s LLC naming guidelines are required for your business name. You can read them in Minnesota Statute SS322C.0108. Shortly, your LLC must:
- Include the words “limited-liability company” or “LLC”.
- You cannot already be taken over by a Minnesota business.
- You must not include the words “corporation,” incorporation, or abbreviation.
- Do not give the impression that your company offers services it isn’t permitted to offer. For example, you cannot call your bakery the Bagel Bank.
Can I reserve my Minnesota business name?
Yes. You can reserve your business name up to one year in advance by filing a Name Reservation with the Minnesota Secretary-of-State.
Minnesota Statute SS322C.0113 states that each Minnesota LLC must have a registered address. Your registered office must be located at a physical address, not a PO Box. The registered office is where your business will receive legal mail and correspondence from Secretary of State. To keep your personal information private, appoint an Minnesota registered address agent .
What are my options for a registered agent to represent my Minnesota LLC in Minnesota?
No. Minnesota, unlike most other states does not require LLCs or registered agents to be appointed. However, it is a good idea to hire a registered representative who will list their address on public forms. It protects your privacy and makes sure you don’t miss important legal mail.
What is the role of a registered agent?
A registered agent can be a person or company who is authorized to receive legal mail (including lawsuits), on behalf your business. If your business does not have a registered representative, you will be responsible to receive legal notices from your registered office.
Do you want to be your own Minnesota registered agent?
A registered agent service is a popular choice for business owners who want maximum privacy protection and the peace of mind knowing they won’t miss an important law notice.
3. Submit LLC Articles of Organization
To make your LLC officially registered, you will need to submit the Articles of Organization Form to the Minnesota Secretary of States. This form is available online, via mail, and in person.
Notification: All data on this form will become public record
The following information should be included in your Articles:
Company Name: Must include “limited-liability company” or “LLC.” Registered Office: Must have a street address (not an P.O. box).
Registered agent (optional).: A person designated to receive legal mail on your behalf.
Organiser: Name, address and phone number of the person responsible for completing your Articles.
Email Where the Secretary will send official notices.
Contact information How the state will get in touch with you if there are any issues with your filing.
Minnesota Business Snapshot: If desired, you can answer any of the following questions about your company.
What are the best ways to keep my personal information private?
Articles of Organization are public records. You’ll likely be bombarded with spam mail if your personal contact information is included on this form.
Hiring a registered agent service is the best way for you to keep your personal data private. They will include their name and address wherever possible.
4. Make an LLC Operating Agreement
An operating agreement is a legal document which outlines your LLC’s rules, procedures and structure. This is where everything is recorded, including voting procedures and membership interest.
Minnesota law requires LLCs to have operating agreements.
Minnesota law doesn’t require LLCs adopt operating agreements. Minnesota Statute SS322C.0110 outlines which operating agreements are permissible and what they cannot cover. However, there is no Minnesota law requiring operating agreements.
Operating agreements are important internal documents for LLCs. Although you don’t need to file an operating agreement with Minnesota Secretary of State (although it is recommended), if you do not have one, Minnesota’s default LLC statutes will govern your business.
Your EIN (Employer ID Number) will be used by the IRS to identify your LLC. This number is your company’s social security number. An EIN can be applied online or by post to the IRS for free. Online applications are the fastest but you will need to submit your application by mail if there is no social security number.
Does my Minnesota LLC need an EIN?
EINs are only required for LLCs with employees or that are taxed as corporations. However, EINs are almost always required in order to open a business account. The alternative is to give your personal social security number out to vendors or other business associates.
It is imperative to open a bank accounts for your LLC. Why? LLCs are exempt from liability because they are legal entities that are distinct from their owners. A court could declare that your business does not exist as a separate entity if it is used for personal or business purposes. In this case, you could be held personally responsible for business debts.
The following items should be brought to the bank with you when you open a business bank account.
- Minnesota LLC Articles of Organization (a duplicate is fine).
- The operating agreement of the LLC
- The LLC’s EIN
- If your LLC has more members, an LLC Resolution is required to open a bank account.
8. File state reports & taxes
Minnesota LLCs are required to file an Annual Renewal (or annual report) each year. This report is used to make sure the Secretary of States has current ownership and contact information for your LLC. The Minnesota Annual Renewal can be filed for free. However, if you fail to file it, the state may dissolve your company.