Minnesota LLC Annual Renewal & Taxes (2026)

Q: How much is the Minnesota LLC annual renewal?

It is free. Under Minnesota Statutes section 322C.0208, the LLC annual renewal carries no filing fee, whether you file online or by mail. The only related cost is a reinstatement fee of $25 by mail or $45 online if the LLC is administratively terminated first.

Q: When is the Minnesota LLC annual renewal due?

By December 31 of each calendar year, beginning the year after you file your Articles of Organization. Minnesota does not offer a grace period; if you miss December 31, the Secretary of State administratively terminates the LLC.

Q: Does a Minnesota LLC pay the state minimum fee?

Only if its Minnesota property, payroll, and sales total at least $1,250,000. Single-member LLCs are exempt. Multi-member LLCs filing as partnerships pay a tiered minimum fee ranging from $260 up to $12,540.

Q: How is a Minnesota LLC taxed?

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

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

Every Minnesota LLC must file a free annual renewal with the Minnesota Secretary of State by December 31 each year. There is no filing fee, but missing the deadline triggers administrative termination of the LLC. Separately, LLC profits are taxed on the owners' Minnesota returns at 5.35%–9.85%, or at the 9.8% corporate rate if the LLC elects C-corporation status.

Quick Answer

Renewal fee: $0 - free (Minn. Stat. § 322C.0208)
Deadline: December 31 each calendar year
Miss it: Administrative termination (§ 322C.0705)
Reinstatement: $25 by mail; $45 online (§ 322C.0706)
Income tax: Pass-through: 5.35%–9.85% on owners' returns
Minimum fee: $0 unless MN property/payroll/sales ≥ $1,250,000

The Minnesota Annual Renewal, Explained

Minnesota calls its LLC yearly filing an annual renewal rather than an annual report, and it is one of the few in the country that is free. Under Minnesota Statutes section 322C.0208, every LLC must file the renewal with the Minnesota Secretary of State by December 31 of each calendar year, starting the year after the Articles of Organization are filed. There is no filing fee, whether you file online or by mail.

The renewal is short. It confirms the items required by section 5.34 - the company name, the registered office address, the agent for service of process, and the principal contact - so the state record stays current. If your registered office or agent changed during the year, the renewal is a convenient place to update it. This page is part of the how to form an LLC cluster; for the formation steps, see how to form an LLC in Minnesota.

Deadline: December 31, No Grace Period

The renewal is due by December 31 every year. Minnesota does not build in a grace period the way some states do. If the renewal is not on file by year end, the LLC falls out of active status and the Secretary of State proceeds to administrative termination. Because the renewal is free and quick, the practical advice is simple: file it early in the year rather than waiting for December.

Your first renewal is due the calendar year after you form. For example, an LLC formed in 2026 files its first annual renewal by December 31, 2027, and every December 31 thereafter. Filing online is processed immediately, which is the safest option if you are near the deadline.

How to File the Annual Renewal

You can file the annual renewal through the Minnesota Secretary of State's online business filing system, in person, or by mail. Online filing is the fastest and is processed immediately. Whatever the method, the renewal costs $0. To file, you locate your business record, confirm or update the required information, and submit.

Online: immediate processing; free.
By mail: longer processing; free.
What you confirm: name, registered office, agent for service of process, principal contact (per section 5.34).

If you use a registered agent service, confirm the agent is still correctly listed while you renew. Keep proof of the filing for your records.

What Happens If You Miss It: Termination and Reinstatement

Missing the renewal is the most common way a Minnesota LLC loses good standing. Under section 322C.0705, the Secretary of State administratively terminates an LLC that has not filed its renewal and issues a certificate of administrative termination. A terminated LLC no longer enjoys active existing status, which can interfere with contracts, banking, and financing.

The fix is reinstatement under section 322C.0706: you file a single annual renewal and pay the reinstatement fee - $25 by mail or $45 online. Reinstatement restores the LLC to active status as of the termination date and validates acts taken in the interim. Even so, it is cheaper and cleaner to simply file the free renewal on time. If you actually intend to close the business, do it deliberately - see how to dissolve an LLC in Minnesota rather than letting it lapse.

How a Minnesota LLC Is Taxed

The annual renewal is separate from taxes. By default, the IRS and Minnesota treat a single-member LLC as a disregarded entity and a multi-member LLC as a partnership, so LLC profits are passed through to the owners and taxed on their Minnesota individual income tax returns. For 2026, Minnesota's individual rates run from 5.35% to 9.85% across four brackets.

An LLC can instead elect to be taxed as a corporation. If it elects C-corporation treatment, it pays the Minnesota corporation franchise tax at a flat 9.8%. Many owners consider an S-corporation election to manage self-employment tax; Minnesota generally follows the federal S election. Whichever classification applies, you still owe the free annual renewal to the Secretary of State.

The Minnesota Minimum Fee and Brackets

Beyond income tax, Minnesota imposes a minimum fee on larger businesses. The fee applies when an entity's Minnesota property, payroll, and sales or receipts total at least $1,250,000. Single-member LLCs are exempt; multi-member LLCs that file as partnerships are subject to it, as are C and S corporations. The fee is tiered by the combined total, as shown below (2025 brackets, adjusted annually for inflation).

MN property + payroll + sales	Minimum fee
Under $1,250,000	$0
$1,250,000 – $2,509,999	$260
$2,510,000 – $12,539,999	$750
$12,540,000 – $25,069,999	$2,510
$25,070,000 – $50,139,999	$5,020
$50,140,000 and over	$12,540

Most small LLCs fall under the $1,250,000 threshold and owe $0 in minimum fee. The brackets are determined when you file the applicable Minnesota return.

Sales, Use, and Withholding Tax Registration

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 you make sales. If you have employees, you must also register for withholding tax. These are separate from the Secretary of State annual renewal, and each has its own periodic filing schedule set by the Department of Revenue.

Registering for a Minnesota Tax ID does not carry a state registration charge, but the underlying taxes must be collected and remitted on time. For where these fit in the startup sequence, see how to form an LLC in Minnesota and how to get a business license in Minnesota.

Annual Compliance Calendar for a Minnesota LLC

Keeping a Minnesota LLC in good standing is largely about two recurring duties: the free Secretary of State renewal and your tax filings. A simple yearly rhythm:

Early in the year: file the free annual renewal so it is never at risk near December 31.
Throughout the year: collect and remit sales/use tax and withholding tax on the Department of Revenue's schedule.
Tax season: file federal and Minnesota income tax returns per your classification; check the $1,250,000 minimum-fee threshold.
By December 31: confirm the renewal is filed if you have not already done so.

Compared with states that levy annual report fees or flat franchise taxes, Minnesota's carrying cost is low - see Minnesota LLC cost for the full picture.

Why Minnesota's Free Renewal Is Unusual

Most states charge to keep an LLC on the rolls - an annual report fee, a franchise fee, or both, often regardless of whether the business made money. Minnesota deliberately does not. Section 322C.0208 imposes the renewal obligation but sets the fee at zero, so the state uses the filing purely to keep its records current rather than as a revenue source. That design keeps the ongoing cost of a Minnesota LLC near the bottom of the national range.

The flip side is that Minnesota enforces the deadline strictly through automatic administrative termination rather than escalating late fees. In other words, Minnesota trades a fee for a hard consequence. Owners used to states that simply bill a late penalty can be caught off guard when a Minnesota LLC is terminated for a missed free filing. Treat the December 31 renewal as a firm compliance date, not an invoice you can pay late. For the broader cost picture, see Minnesota LLC cost.

Reinstatement After Termination, Step by Step

If your LLC has already been administratively terminated, reinstatement under section 322C.0706 is straightforward. You file a single annual renewal that brings the record current and pay the reinstatement fee - $25 by mail or $45 online. Once processed, the LLC is restored to active status effective as of the termination date, and acts taken by or on behalf of the company during the terminated period are validated as if termination had not occurred.

Practically, that retroactive effect protects contracts you signed while unknowingly terminated and restores assets and member rights that existed before termination, unless they were sold or distributed in the interim. Because reinstatement is inexpensive but still avoidable, the best practice is to calendar the free renewal and file it early. If instead you have decided to close the business, do not rely on termination by neglect - follow the deliberate steps in how to dissolve an LLC in Minnesota.

Frequently Asked Questions

How much is the Minnesota LLC annual renewal?

It is free. Under section 322C.0208, the renewal has no filing fee, online or by mail. The only related cost is a reinstatement fee of $25 by mail or $45 online if the LLC is administratively terminated first.

When is the Minnesota LLC annual renewal due?

By December 31 each calendar year, starting the year after you file your Articles of Organization. Minnesota gives no grace period; missing December 31 leads to administrative termination.

What happens if I miss the Minnesota annual renewal?

Under section 322C.0705, the Secretary of State administratively terminates the LLC. You reinstate under section 322C.0706 by filing a renewal and paying $25 by mail or $45 online, restoring the LLC to the termination date.

Does a Minnesota LLC pay the state minimum fee?

Only if Minnesota property, payroll, and sales total at least $1,250,000. Single-member LLCs are exempt. Multi-member LLCs filing as partnerships pay a tiered fee from $260 up to $12,540.

How is a Minnesota LLC taxed?

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

Sources

Minnesota Statutes - § 322C.0208, Annual Renewal (December 31 deadline; no fee).
Minnesota Statutes - § 5.34, Annual Renewal Contents (required items).
Minnesota Statutes - § 322C.0705, Administrative Termination.
Minnesota Statutes - § 322C.0706, Reinstatement ($25 reinstatement fee).
Minnesota Secretary of State - Business Filing & Certification Fee Schedule (PDF) ($0 annual renewal; $25/$45 reinstatement).
Minnesota Department of Revenue - Minimum Fee ($1,250,000 threshold; $260–$12,540 brackets; single-member LLC exempt).
Minnesota Department of Revenue - Income Tax Rates and Brackets (5.35%–9.85%).
Minnesota Department of Revenue - Corporation Franchise Tax (9.8% flat rate).
Minnesota Department of Revenue - Business Taxes (sales/use and withholding registration).
Legal Information Institute (Cornell) - 26 CFR 301.7701-3, Classification of Certain Business Entities.
IRS - Limited Liability Company (LLC) (default tax 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. Tax rates, fees, and thresholds change; verify current figures with the Minnesota Secretary of State and Minnesota Department of Revenue before acting.