How to Start a Minnesota LLC

Why Start a Minnesota LLC?

Recognizing the importance of entrepreneurship, Minnesota offers several business and tax incentives, provided your LLC meets certain criteria.

For example, the Border-Cities Enterprise Zone Program provides several types of incentives to "qualifying businesses that are the source of investment, development, and job creation or retention" in certain cities.

For most people who want to start a business, creating a Minnesota limited liability company (LLC) is the easiest and fastest way. An LLC is an ideal business entity for startups and small- to medium-sized businesses because it offers the advantages and protections that larger corporations benefit from, but with simpler rules and regulations.

If an LLC isn't the right entity for the type of business you're starting, you may want to consider forming a Minnesota Corporation instead.

Benefits of starting a Minnesota LLC:

• Separates and limits your personal liability from your business liability and debts

• Easily file your taxes and discover potential advantages for tax treatment

• Simple filing, management, compliance, regulation and administration

• Low cost to file ($155)

Learn more about the benefits of the LLC business structure.

In this guide, you’ll see information on naming your LLC, finding a Registered Agent, the fees you’ll need to pay, business taxes and much more. We also cover what you'll need to register and file your LLC, and how you'll interact with the Minnesota Secretary of State.

Starting a Business in Minnesota Checklist

To help you along the way, use our Starting a Business checklist to keep track of everything you need to do to get your business up and running.

How to Form a Minnesota LLC Yourself in 6 Steps

1

Choose a Unique Business Name and Complete a State Business Search

You’ll need an original and memorable name for your LLC that’s not used by any other business in the state. If you’re having trouble coming up with a name, try using our Business Name Generator to brainstorm ideas. You'll need to follow a few naming rules, which you can read about in detail on the Minnesota Business Names page.

Once you’ve decided on a name, you’ll need to make sure it’s available in Minnesota. To find out whether another company in the state is using your chosen business name, use our tool to do a business name search. You can also carry out a name search on the Minnesota Secretary of State website.

2

Provide an Official Address for Your LLC

Whether it’s a home (if the company is run from a residence), a building or any other physical location, every Minnesota LLC must have a designated street address. It can be outside the state, but it cannot be a P.O. Box.

3

Assign a Registered Agent

Someone who receives official legal and tax correspondence and has responsibility for filing reports with the Minnesota Secretary of State is called a Registered Agent. Every Minnesota LLC is required to have a Registered Agent.

You can fill this position, assign another manager in your business or use a Registered Agent service. If your Minnesota Registered Agent is a person, they must have a physical street address in Minnesota and must be present during business hours to receive important documents on behalf of your company.

You'll appoint your Registered Agent when you file your Minnesota Articles of Organization.

All of Incfile’s business formation packages include Registered Agent service. It’s free for the first year and just $119 per year after that. You can also access a digital dashboard to view any document we've received on your behalf.

4

File Articles of Organization with the Minnesota Secretary of State

Once you've gathered all the information for your LLC, you’ll need to file a form with the Minnesota Secretary of State to officially create your LLC.

You can file your Minnesota Articles of Organization online via the state's online business portal. You can also mail the form to the Office of the Secretary of State, or have Incfile do it on your behalf. The Minnesota LLC filing fee is $155 for an expedited online or in-person filing, and $135 to file by mail.

You only need to file your Articles of Organization in Minnesota once, but every year after, you'll also need to file an annual report. Incfile can remind you about this every year, or we can do it for you if you have us handle the paperwork.

What are the fees and requirements to form a Minnesota LLC

Annual Report

5

Get an Employer Identification Number (EIN) from the Internal Revenue Service

You'll need an EIN to identify your business to the IRS. You use this number when filing and paying taxes or when submitting payroll information and payments for your employees. An EIN is also required to open a business bank account. You can obtain one directly from the IRS, or Incfile can get one for you as part of the Minnesota LLC formation process.

6

Create an Operating Agreement

A sort of "instruction manual" that explains how you'll run your business, an LLC Operating Agreement outlines how the business is divided among members, how decisions will be made and what will happen should a member leave the company.

Some states require companies to create this document. You're not legally required to have a Minnesota Operating Agreement, but it’s a good idea to have one to protect your business from any future changes and events.

Other Minnesota LLC Types

Professional LLC

Some states, including Minnesota, allow certain types of businesses to form Professional Limited Liability Companies (PLLCs). A Minnesota PLLC will typically require members to be licensed, and may impose other requirements as well.

Minnesota PLLCs are governed by the Minnesota Professional Firms Act. It allows doctors, nurses, chiropractors, social workers, dentists, engineers, and other professions to form PLLCs.

Learn more about PLLC vs. LLC and which one is right for your business.

Foreign LLC

If your business operates in another state and you want to expand into Minnesota — or vice versa — you’ll need to form a Foreign LLC.

Learn more about Minnesota Foreign LLC registration.

Helpful Resources from the State of Minnesota