Minnesota LLC Cost: Filing Fees Explained (2026)
A Minnesota LLC costs $155 to form if you file the Articles of Organization online or in person, or $135 by mail, with the Minnesota Secretary of State. The annual renewal is free, and a federal EIN from the IRS is free - so a bare-bones Minnesota LLC can cost as little as $135, with taxes and optional services on top.
Quick Answer
- Formation fee
- $155 online or in person; $135 by mail (2026)
- Annual renewal
- $0 - free, due December 31 each year
- EIN
- $0 (free from the IRS)
- Reinstatement
- $25 by mail; $45 online (only if terminated)
- Assumed name (DBA)
- $30 by mail; $50 online
- Minimum fee
- $0 unless MN property/payroll/sales ≥ $1,250,000
What a Minnesota LLC Actually Costs
The unavoidable cost of a Minnesota LLC is the one-time Articles of Organization fee paid to the Minnesota Secretary of State: $155 to file online or in person, or $135 by mail. Under Minnesota Statutes section 322C.0201, the LLC exists once the articles are filed and the fee is paid. Everything else - a registered agent service, an operating agreement, licenses - is either free through the state or optional. Because Minnesota's annual renewal is free, the ongoing state cost of simply keeping an LLC alive is $0.
That makes Minnesota one of the cheaper states to maintain an LLC over time, even though its upfront online fee ($155) is mid-range. Compare this to states with recurring franchise taxes or annual report fees. For the national picture, see how much an LLC costs, and for the formation walkthrough see how to form an LLC in Minnesota.
Minnesota LLC Fee Schedule (2026)
The table below lists the Minnesota Secretary of State fees an LLC is most likely to encounter, each verified against the state's Business Filing & Certification Fee Schedule. Minnesota charges a higher fee for online and in-person filings, which it treats as expedited, than for mail filings.
| Filing | Mail fee | Online / in-person |
|---|---|---|
| Articles of Organization (form the LLC) | $135 | $155 |
| Amendment to Articles of Organization | $35 | $55 |
| Annual renewal | $0 | $0 |
| Annual reinstatement (after termination) | $25 | $45 |
| Statement of Dissolution | $35 | $55 |
| Statement of Termination | $35 | $55 |
| Resignation of agent | $35 | $55 |
| Certificate of Assumed Name (DBA) | $30 | $50 |
| Foreign LLC Certificate of Authority | $185 | $205 |
These are state fees only. Third-party formation and registered agent services add their own charges, which the state does not require you to pay.
The Formation Fee: $155 Online or $135 by Mail
Minnesota's core formation cost is the Articles of Organization fee. Filing online or in person costs $155 and is processed immediately; filing by mail costs $135 and takes longer to be processed. The $20 difference reflects that online and in-person filings are handled as expedited service. Both routes produce the same result - an active LLC under Chapter 322C - so the choice is simply speed versus saving $20.
Foreign LLCs (companies formed in another state that want to operate in Minnesota) instead file a Certificate of Authority for $205 online or $185 by mail. If you later amend your articles - for example, to change the LLC name - the amendment fee is $55 online or $35 by mail.
The Free Annual Renewal
Minnesota's standout cost advantage is the free annual renewal. Under section 322C.0208, every Minnesota LLC must file an annual renewal with the Secretary of State by December 31 each year, but there is no filing fee. This is unlike many states that charge an annual report or franchise fee simply to remain in good standing.
The catch is compliance, not cost: if you miss the December 31 deadline, section 322C.0705 authorizes the Secretary of State to administratively terminate the LLC. To reinstate under section 322C.0706, you file a single renewal and pay $25 by mail or $45 online. So the only way the renewal ever costs money is by missing it. See the Minnesota annual renewal guide for filing steps.
EIN and Other Free Costs
A federal Employer Identification Number (EIN) is issued free by the IRS. You never need to pay a third party to obtain one - the IRS application costs nothing. Minnesota also does not charge for an operating agreement (you draft it internally and do not file it), and there is no state fee simply to reserve your spot in the market. If you want to reserve a name before filing, section 322C.0109 allows a one-year reservation for a state fee listed on the Secretary of State fee schedule.
Registering for a Minnesota Tax ID with the Department of Revenue - needed if you collect sales tax or withhold employee tax - does not carry a state registration charge. The takeaway: several items that look like costs in other states are free in Minnesota.
Ongoing Tax Costs and the Minimum Fee
Filing fees are only part of the cost of running an LLC; taxes are the larger long-run figure. By default, a Minnesota LLC is a pass-through entity, so its profits are taxed on the owners' Minnesota individual income tax returns at 2026 rates from 5.35% to 9.85%. An LLC that elects C-corporation treatment pays the Minnesota corporation franchise tax at a flat 9.8% instead.
Separately, the Minnesota minimum fee applies to entities whose Minnesota property, payroll, and sales total at least $1,250,000. Single-member LLCs are exempt from the minimum fee, but multi-member LLCs that file as partnerships are subject to it. The fee is tiered: it ranges from $260 at the lowest bracket up to $12,540 at the highest. Most small LLCs fall below the $1,250,000 threshold and owe $0 in minimum fee. See Minnesota LLC taxes for the full bracket table and S-corp vs LLC for how an S election changes the tax math.
Optional Costs You Can Skip
Several commonly marketed "LLC costs" are optional in Minnesota. A commercial registered agent is one - because Minnesota makes the agent optional and lets you serve as your own, you can spend $0 here. Formation services, expedited handling beyond the standard online fee, certified copies, and trademark registration are all optional add-ons. If you plan to trade under a different public name, a Certificate of Assumed Name (DBA) costs $50 online or $30 by mail under Chapter 333.
A federal trademark registration is a separate USPTO cost, not a Minnesota requirement, and applies only if you want nationwide brand protection. None of these are needed to legally form or maintain a Minnesota LLC.
Minnesota LLC Cost vs Other States
Minnesota's upfront online fee of $155 sits in the middle of the pack nationally, but its $0 annual renewal puts total multi-year cost near the bottom. Many states levy an annual report fee, and some impose a recurring franchise tax regardless of income. In Minnesota, the only recurring state charges most small LLCs face are taxes on actual profit - not a flat fee for existing.
Over five years, a Minnesota single-member LLC that files online and never misses a renewal spends about $155 in Secretary of State fees total, plus whatever income tax the owner owes on profits. That is a meaningfully lower carrying cost than states with annual fees in the $50–$800 range. For a side-by-side, see the national LLC cost guide.
First-Year and Five-Year Cost Scenarios
Because Minnesota's annual renewal is free, the difference between a first-year budget and a five-year budget is small - a rarity among states. Consider a single-member LLC formed online. In year one it pays the $155 Articles of Organization fee and $0 for an EIN, an operating agreement it drafts itself, and its own registered-agent role. Its first annual renewal is not even due until the following December 31, and it is free when it comes.
Over five years, that same LLC pays roughly $155 total in Secretary of State fees if it files online once and never misses a renewal, plus income tax on actual profit. Contrast that with a five-year path that includes an amendment ($55), a move that requires changing the registered office ($55), and one missed renewal that forces reinstatement ($45 online): those add up to $310 in state fees - still modest, and entirely avoidable except for the amendment. The lesson is that most Minnesota LLC "costs" after formation are optional or self-inflicted.
A multi-member LLC has the same filing costs but may cross into the state minimum fee once its Minnesota property, payroll, and sales reach $1,250,000, starting at $260. For most small operators, the honest five-year state cost is close to the single $155 formation fee. See how to form an LLC in Minnesota to start, and how to dissolve one if you later close.
Do You Need to Pay a Formation Service?
No. You can file the Articles of Organization directly with the Minnesota Secretary of State and pay only the state fee. Third-party formation companies bundle the state filing with their own service charge, and registered-agent subscriptions add a recurring annual cost that Minnesota does not require, since the state makes the agent optional and lets you serve yourself. Paying for these services buys convenience and privacy, not a legal necessity.
The only truly unavoidable spend is the state filing fee itself. Everything a formation service markets - operating agreement templates, EIN retrieval, compliance reminders - is available free or at cost directly from the state and the IRS. For the national comparison of what is and is not required, see the LLC cost guide and what an LLC is.
Frequently Asked Questions
How much does an LLC cost in Minnesota?
It costs $155 to file the Articles of Organization online or in person, or $135 by mail, with the Minnesota Secretary of State. The annual renewal is free and a federal EIN is free, so a bare-bones LLC can cost as little as $135. See how to form one.
Is there an annual fee for a Minnesota LLC?
No. Under section 322C.0208 the annual renewal has no fee. It is due by December 31. Only if the LLC is administratively terminated does a reinstatement fee of $25 by mail or $45 online apply.
Why is filing online more expensive than by mail in Minnesota?
Minnesota treats online and in-person filings as expedited. The Articles of Organization cost $155 online or in person versus $135 by mail - a $20 premium for immediate processing.
What is the Minnesota minimum fee for an LLC?
It applies when 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.
Do I need to pay for a registered agent in Minnesota?
No. Minnesota requires a registered office address but makes the agent optional, and you may serve as your own at no cost. See Minnesota registered agent.
Related
- How much does an LLC cost? (cluster hub)
- How to form an LLC in Minnesota
- Minnesota LLC annual renewal and taxes
- Minnesota registered agent requirements
- How to dissolve an LLC in Minnesota
- How to get an EIN (free)
- Business license in Minnesota
- S-corp vs LLC
Sources
- Minnesota Secretary of State - Business Filing & Certification Fee Schedule (PDF) ($155/$135 Articles; $0 renewal; $25/$45 reinstatement; $35/$55 dissolution and termination; $30/$50 assumed name; $185/$205 foreign authority).
- Minnesota Statutes - § 322C.0201, Formation; Articles of Organization ($135 base filing fee).
- Minnesota Statutes - § 322C.0208, Annual Renewal (no fee; December 31 deadline).
- Minnesota Statutes - § 322C.0705, Administrative Termination.
- Minnesota Statutes - § 322C.0706, Reinstatement ($25 reinstatement fee).
- Minnesota Statutes - § 322C.0109, Reserved Name (one-year reservation).
- 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).
- Legal Information Institute (Cornell) - 26 CFR 301.7701-3, Classification of Certain Business Entities.
- IRS - Get an Employer Identification Number (free EIN).
- 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. Laws, fees, and thresholds change; verify current amounts with the Minnesota Secretary of State and Minnesota Department of Revenue before acting.