How to Form an LLC in Minnesota: Steps & Cost (2026)

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

You form a Minnesota LLC by filing Articles of Organization with the Minnesota Secretary of State and paying $155 to file online or in person, or $135 by mail. You must list a Minnesota registered office on the articles. Minnesota has no personal income tax carve-out, but its LLC annual renewal is free, due each December 31.

Minnesota Agency and Form: Secretary of State, Articles of Organization

A Minnesota LLC is created by filing Articles of Organization with the Minnesota Secretary of State. Minnesota LLCs are governed by Chapter 322C, the Minnesota Revised Uniform Limited Liability Company Act. Under Minnesota Statutes section 322C.0201, one or more persons act as organizers to form the company by signing and filing the articles; the LLC exists once the Secretary of State accepts the filing and the fee is paid.

The Articles of Organization must state the LLC's name (which must comply with the naming rules in section 322C.0108), the street address of the initial registered office, the name of the agent for service of process at that office if the company has one, and the name and street address of each organizer. You can file online through the Secretary of State's business filing system, which processes the filing immediately, or submit the articles in person or by mail. This guide covers the Minnesota-specific process; for the national overview see how to form an LLC and the primer on what an LLC is.

How to Form a Minnesota LLC, Step by Step

Forming a Minnesota LLC is a six-step process centered on the Articles of Organization. Each step corresponds to a requirement of Chapter 322C or a federal tax rule.

1. Choose and check your LLC name. Select a name that includes a designator such as "LLC," "L.L.C.," or "Limited Liability Company" and is distinguishable from names already on file, as required by section 322C.0108. You may reserve an available name for a one-year period under section 322C.0109. Confirm the name does not infringe a federal trademark.
2. Designate a registered office (and optional agent). List a Minnesota registered office with a physical street address - not a P.O. box alone. Naming an agent for service of process at that office is optional under Chapter 322C, but recommended so legal papers reach a known person.
3. File the Articles of Organization. Submit the articles to the Minnesota Secretary of State and pay $155 online or in person, or $135 by mail. Online filings are processed immediately; once accepted, your LLC legally exists.
4. Adopt an operating agreement. Minnesota does not file or require an operating agreement, but one is strongly recommended to set ownership percentages, management, voting, and profit distribution. See LLC basics for what an agreement typically covers.
5. Get an EIN and register for Minnesota taxes. Apply for a free federal EIN from the IRS, then register with the Minnesota Department of Revenue for sales and use tax or withholding tax if your activities require it.
6. File the free annual renewal. Each year by December 31, file the free annual renewal with the Secretary of State to keep the LLC active. See the Minnesota annual renewal guide for details.

After these steps, open a business bank account (banks generally ask for the filed Articles of Organization and your EIN) and keep your registered office and annual renewal current.

Minnesota LLC Filing Fees (2026)

The core cost of a Minnesota LLC is the Articles of Organization fee. The table below lists the state fees most new LLCs encounter, each verified against the Minnesota Secretary of State Business Filing & Certification Fee Schedule. Amounts are set by the state, not by any filing service. Note that Minnesota charges nothing for the annual renewal.

Filing online or in person is treated as expedited service, which is why those fees run $20 higher than the mail fee for most filings. For a full breakdown of ongoing costs, see how much a Minnesota LLC costs and the national LLC cost guide.

Minnesota Registered Office and Agent Requirement

Every Minnesota LLC must continuously maintain a registered office in the state. Under Minnesota Statutes section 5.36 and section 322C.0113, the registered office must be an actual physical street address in Minnesota - a post office box alone does not satisfy the requirement. You list the registered office directly on the Articles of Organization.

Unlike many states, Minnesota makes the agent for service of process optional for an LLC: the articles state the agent's name only "if the company has one." If you do name an agent, the agent must be an individual who resides in Minnesota or a business entity authorized to do business in the state, and the agent's business office must be identical with the registered office. To change your registered office or agent later, file a statement under section 322C.0114; an agent may resign under section 322C.0115. Most LLCs designate an agent - yourself, a manager, or a commercial service - so that lawsuits and state notices reach a known person. See Minnesota registered agent requirements and the national registered agent overview for detail.

Naming Your Minnesota LLC

Section 322C.0108 requires the LLC name to contain a limited liability company designator and to be distinguishable in the records of the Secretary of State from the names of other entities. You can screen a proposed name using the Secretary of State's free business name search before you file. If the name is available but you are not ready to file, section 322C.0109 lets you reserve it for the applicant's exclusive use for a one-year period; a state filing fee applies per the Secretary of State fee schedule.

A distinguishable state name is not the same as trademark clearance. Before you invest in signage or a domain, check the federal register through the USPTO and consider a trademark search, because another business could hold rights that a state name search will not reveal. If you plan to operate under a different public name, you can file a Certificate of Assumed Name (DBA) under Chapter 333.

Minnesota's Free Annual Renewal

Minnesota is one of the few states with a genuinely free LLC annual filing. Under Minnesota Statutes section 322C.0208, every LLC must file an annual renewal with the Secretary of State by December 31 of each calendar year, beginning the year after the articles are filed, and no filing fee is required. The renewal confirms the items in section 5.34 - the company name, registered office address, agent for service of process, and principal contact.

The consequence of missing the deadline is significant: under section 322C.0705, an LLC that does not file its renewal is administratively terminated, and the Secretary of State files a certificate of administrative termination. You can bring the LLC back under section 322C.0706 by filing a single annual renewal and paying the reinstatement fee - $25 by mail or $45 online. See the Minnesota annual renewal guide for the full process.

EIN, Taxes, and the Minnesota Minimum Fee

A federal Employer Identification Number (EIN) is issued free by the IRS and is used to open a bank account, hire employees, and file taxes. By default, the IRS treats a single-member LLC as a disregarded entity and a multi-member LLC as a partnership under Treasury Regulation 26 CFR 301.7701-3; either can elect corporate treatment by filing IRS Form 8832, or S-corporation treatment by filing Form 2553. Minnesota generally follows the federal classification.

Because a default LLC is a pass-through entity, its profits are taxed on the owners' Minnesota individual income tax returns, where 2026 rates run from 5.35% to 9.85%. An LLC that elects to be taxed as a C corporation instead pays the Minnesota corporation franchise tax at a flat 9.8%. Separately, the state minimum fee applies to entities whose Minnesota property, payroll, and sales total at least $1,250,000; single-member LLCs are exempt, while multi-member LLCs filing as partnerships are subject to it. See Minnesota LLC taxes for the fee brackets.

Business Licenses and Sales Tax Registration

Minnesota has no single general statewide business license. Instead, whether you need a license depends on your industry and location. Many professions and activities require a state license or permit issued through the appropriate state agency, and cities and counties impose their own local licenses. If your LLC sells taxable goods or services, you must register for a Minnesota Tax ID and a sales and use tax account with the Minnesota Department of Revenue before making sales.

Use the state's License Minnesota portal to identify which state licenses apply to your activity, and check with your city or county for local requirements. For a structured walkthrough, see how to get a business license in Minnesota and the national business license overview.

Penalties for Missing Minnesota Requirements

Missing Minnesota requirements carries real consequences. The most common failure is skipping the free annual renewal: under section 322C.0705, the Secretary of State administratively terminates an LLC that does not file, and a terminated LLC loses the practical benefits of being in existing status until it reinstates. Reinstatement under section 322C.0706 requires filing the delinquent renewal and paying $25 by mail or $45 online.

An LLC can also face judicial dissolution under section 322C.0701 - for example, if a court finds the company's activities unlawful or that managers have acted illegally, fraudulently, or oppressively - or dissolution on application by the Attorney General under section 322C.0708. On the tax side, failing to register or remit sales, use, or withholding tax to the Department of Revenue can trigger penalties and interest. Keeping your registered office, annual renewal, and tax accounts current is the simplest way to avoid all of these outcomes.

Closing a Minnesota LLC

To close a Minnesota LLC properly, the members generally consent to dissolve, the company winds up its activities under section 322C.0702 - paying debts, settling claims, and distributing remaining assets - and then files a Statement of Termination with the Secretary of State. Chapter 322C also allows an optional Statement of Dissolution during the wind-up. Simply abandoning the LLC leaves the annual renewal obligation running and can lead to administrative termination rather than a clean close. See how to dissolve an LLC in Minnesota and the national dissolution overview for the full wind-up and filing steps.

Frequently Asked Questions

How much does it cost to start an LLC in Minnesota?

The Articles of Organization fee is $155 if you file online or in person, or $135 by mail, paid to the Minnesota Secretary of State. Minnesota's annual renewal is free, and a federal EIN from the IRS is also free. See Minnesota LLC cost.

What form do I file to create a Minnesota LLC?

Articles of Organization for a limited liability company under Chapter 322C. File online or in person for $155, or by mail for $135, with the Minnesota Secretary of State. Online filings are processed immediately.

Does a Minnesota LLC need a registered agent?

Minnesota requires a registered office with a Minnesota street address. Naming an agent for service of process is optional under Chapter 322C, but most LLCs designate one so legal papers reach a known person. See Minnesota registered agent.

Is the Minnesota LLC annual renewal really free?

Yes. Under section 322C.0208, the annual renewal has no filing fee. It is due by December 31 each year. Missing it leads to administrative termination, after which reinstatement costs $25 by mail or $45 online.

Does a Minnesota LLC pay state income tax?

By default, an LLC is a pass-through entity, so profits are taxed on owners' Minnesota returns at 5.35% to 9.85%. An LLC taxed as a C corporation pays the 9.8% corporation franchise tax instead.

Related

• How to form an LLC (cluster hub)
• Minnesota registered agent requirements
• How much does a Minnesota LLC cost?
• Minnesota LLC annual renewal and taxes
• How to get a business license in Minnesota
• How to dissolve an LLC in Minnesota
• How to get an EIN
• S-corp vs LLC

Sources

1. Minnesota Statutes - § 322C.0201, Formation of LLC; Articles of Organization ($135 filing fee; required contents).
2. Minnesota Statutes - § 322C.0108, Company Name (designator and distinguishability).
3. Minnesota Statutes - § 322C.0109, Reserved Name (one-year reservation).
4. Minnesota Statutes - § 322C.0113, Office and Agent for Service of Process (registered office required; agent optional).
5. Minnesota Statutes - § 5.36, Registered Office; Agent (physical address, not a P.O. box).
6. Minnesota Statutes - § 322C.0208, Annual Renewal (December 31 deadline; no fee).
7. Minnesota Statutes - § 322C.0705, Administrative Termination.
8. Minnesota Statutes - § 322C.0706, Reinstatement ($25 reinstatement fee).
9. Minnesota Secretary of State - Business Filing & Certification Fee Schedule (PDF) ($155/$135 Articles; $0 annual renewal; $25/$45 reinstatement; $30/$50 assumed name).
10. Minnesota Department of Revenue - Minimum Fee ($1,250,000 threshold; single-member LLC exempt).
11. Minnesota Department of Revenue - Income Tax Rates and Brackets (5.35%–9.85%).
12. Minnesota Department of Revenue - Corporation Franchise Tax (9.8% flat rate).
13. Legal Information Institute (Cornell) - 26 CFR 301.7701-3, Classification of Certain Business Entities.
14. IRS - Get an Employer Identification Number (free EIN).
15. IRS - Limited Liability Company (LLC) (federal default classification).

LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. This is general information, not legal advice. Laws, fees, and thresholds change; verify current requirements with the Minnesota Secretary of State and Minnesota Department of Revenue before acting.