The Limited Liability Company (LLC) is a popular business entity choice structure for many businesses starting in Minnesota The LLC provides personal liability protection and has the potential to save money on taxes. With a little research, you can learn how to form an LLC in Minnesota without an attorney.

Unlike a sole proprietorship or partnership where the small business owner can be held personally liable for lawsuits against the business, the LLC is a separate legal structure, protecting for the business owner’s personal assets.

Related: How Does an LLC Protect You?

Besides the liability protection, the Limited Liability Company provides several other benefits over the sole proprietorship, partnership, and corporation because of the multiple tax options, ease of administration and management flexibility.

Forming an LLC in Minnesota is something most people can do on their own, but it’s nice to have some support in case you have questions or get stuck.  IncFile and Inc Authority provide LLC formation guidance for only the cost of the state fees!

Related: Should you use a Formation Service, Hire an Attorney or Do it Yourself?

To form a Limited Liability Company in Minnesota, file the Articles of Organization with the Minnesota Secretary of State.  The LLC filing fee is $135 when submitting by mail and $155 when filing online.

Approval for the LLC typically takes between one week when filing by mail and immediately when filing online.

If you have questions, contact the Minnesota Secretary of State.
651-296-2803 (between 9am and 4pm)
business.services@state.mn.us

HOW TO FILE THE ARTICLES OF ORGANIZATION AND FORM A MINNESOTA LLC

The steps for filing online or by mail are largely the same.  The screenshots below how to file online.

How to form an LLC in Minnesota

  • Select Limited Liability Company (Domestic) under FIle a New Business or Nonprofit

Minnesota File a New Business Entity

  • Next, on the left side of the screen select “For Profit”.  On the right side, you are asked whether the LLC will provide services that require licensing from the state.  To see more about the services that require licensing, check out the section on Minnesota licenses and permits.

Minnesota For-Profit LLC

 

Step 1: Name the LLC

Enter the name you want for the LLC.  The name of the LLC also has to differ from other entity names registered with the Secretary of State.  Check on available Minnesota LLC names before filing to be sure the one you want is available.

Additionally, the name of the LLC must include one of the following designators at the end of the business name:

  • Limited Liability Company
  • LIMITED LIABILITY COMPANY
  • Limited Company
  • L.L.C.
  • L. L. C.
  • LLC

A comma may be used after the business name and before the designator.  “Cowboy Cleaners LLC” and “Cowboy Cleaners, LLC” are both acceptable.

How to Register LLC Name in Minnesota

If the name is not currently being used, a message will state the name is available.  Otherwise a message shows the name is not available.   If the name is available and is the one you want, click on the “File Limited Liability Company (Domestic) button to proceed.

Before finalizing a name, you may also want to see if a domain name is also available to have a matching website address.

Step 2: Organizers

The LLC Organizer is someone who is involved with filing the Articles of Organization.  The Organizer may or may not be a member, such as a mentor, attorney or accountant, but the initial members could be an organizer.  An organizer is ofter an individual who is 18 years of age or older.

Add the name, address, and country for each organizer.  Save that individual’s or organization’s (usually a Registered Agent service, attorney or accountant).

Minnesota LLC Organizer

Step 3: Registered Agent

To have an LLC in Minnesota, a Registered Agent must be identified.  The Registered Agent can either be a resident of Minnesota or a Registered Agent service that is registered with the state.  The agent must have a physical address in the state to act as a point of contact to receive legal documents, tax notices, summons, subpoenas, etc on behalf of the LLC.

A mailing address can be added if you prefer to receive mail at the Registered Agent’s address.  This would be common when hiring a service as they won’t allow normal correspondence to be sent to that address.  If the address is the same, simply leave this section blank and click on “Next” to proceed.

Even though the business owner can be the registered agent, their name and address become public record and with that comes a loss of privacy. This is more important for some entrepreneurs, especially when they are doing business from home.

Minnesota LLC Registered Agent

Step 4: Add an Attachment

This is an optional section and not used by most LLCs.  Here you would include additional rules for the operation of the LLC.  If there are no additional attachments, leave this section blank and click on “Next” to proceed.

Step 5: Delivery Information

The contact information from the organizer is already populated.  If you prefer someone else be the primary contact should the Secretary of State have questions regarding the filing or if the Articles of Organization should be sent to someone else, enter the name, address, phone and email of this contact.

 

Step 6: Client Reference

Individual filers will leave this section blank, but if an attorney or filing service were completing the articles on your behalf, they may include a reference number to track the application.

 

Step 7: Email for Official Notices

Enter an email address for the Secretary of State to send official notices such as reminder notices of annual renewals.

Step 8: Minnesota Business Snapshot

This is a voluntary section to include information regarding the number of employees, woman, minority or veteran ownership, business classification and more.  Click “Next” to proceed.

Step 9: Review and Sign

Review that all of the information is correct.  If there are no corrections, click “Submit”  A box will pop up asking for a signature that the information is correct.  Digitally sign and click “Submit”

 

Step 10: Pay and File

Pay and file the Certificate of Organization.

Tasks After Forming Your LLC

Once the LLC has been formed, there are a few additional steps to take care of. Below is a list of the most common tasks.

Prepare an Operating Agreement

The operating agreement is a document that governs the framework of an LLC.  This document covers items like ownership rights, member responsibilities, how profits and losses are distributed and more.

Most states do not require an LLC to have an operating agreement but it is still worth considering. Without an operating agreement:

  • The LLC could be subject to generic state rules that may be detrimental in the event of a lawsuit
  • Member’s personal liability protection may be diminished
  • Members may not have a full understanding of their roles and responsibilities which could lead to costly disputes in the future

Related: Minnesota operating agreement template

Obtain an EIN

The EIN or Employer Identification Number is a unique 9-digit number for a business. Similar to a social security number for an individual, the EIN identifies business entities for tax purposes.  

The EIN will be needed in order to open a bank account, register for business licenses and permits, file tax returns, pay payroll taxes and more. 

Related: How to Apply for an EIN

Open an LLC Bank Account

Opening a bank account for your LLC is important for liability protection as the account separates the business’s funds from the member’s personal funds.

Several documents will be needed to open a business bank account such as:

  • A banking resolution is a document that authorizes the members to open a business bank account on behalf of the LLC.
  • Copies of the original formation paperwork from the state showing the creation of the LLC.
  • Driver’s licenses of the members.
  • Depending on the age of the LLC, a Minnesota Certificate of Good Standing may be needed to prove the LLC is active and in good standing with the state.

Related: How to Open a Business Bank Account for your LLC 

Apply for Business Licenses and Permits

Depending on what your business does and where it is located, there will likely be a variety of business licenses and permits to register for before starting. Some common registrations include:

  • Business License – Some cities require businesses to obtain licensing before they can start. In some cases, even home-based businesses must have licensing in order to legally operate. 
  • Professional License – Certain services such as barbershops, accountants, salons and others must be licensed.
  • Sales Tax Permit – In order to sell products and certain services, registration with the Minnesota Department of Revenue will be necessary.

Related: What Business Licenses are Needed in Minnesota?

File the Annual Renewal

LLCs are required to file an annual report with the Minnesota Secretary of State.  The annual report updates ownership information and other details.

Related: How to File a Minnesota LLC Annual Report