The Limited Liability Company (LLC) is a smart entity choice for many start-up businesses. 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.
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 can be both affordable and is simple enough for most people to start on their own. That said, it’s not a bad idea to have a legal professional like While the filing is pretty straightforward, it’s nice to have some support if you have questions, alerts when the annual report is due, forms like operating agreements, banking resolutions and more. There are companies like IncFile, Swyft Filings and others that do all of this for only $49.
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)
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.
- Begin by creating an account with the Minnesota Secretary of State.
- After confirming your email, sign in and click on “Business Filings Online”
- Select Limited Liability Company (Domestic) under FIle a New Business or Nonprofit
- 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.
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.
A comma may be used after the business name and before the designator. “Cowboy Cleaners LLC” and “Cowboy Cleaners, LLC” are both acceptable.
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.
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).
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 Resident Agent service that is registered with the state. The Registered 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.
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 Secretay 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.
If filing online, in just a few seconds, the LLC will be approved.
That concludes the basics of forming an LLC in Minnesota. Remember, even though you can do it yourself, there is more to an LLC than just the filing. If you have questions, work with an attorney or a specialized entity formation company such as IncFile or Swyft Filings to make sure everything is done correctly.
While not required, an Operating Agreement is recommended in many cases. An Operating Agreement is a legal document outlining the roles and responsibilities for the members of the LLC. Read more about when an LLC needs an Operating Agreement.
After filing the LLC, be sure to register for an Employer Identification Number (EIN) with the Internal Revenue Service (IRS). The EIN is basically a social security number for a business and will be needed before opening a business bank account. There is no cost to apply and it takes about 5 minutes to get. See how to apply for an EIN.
Last, before starting a business in Minnesota, you may still need to apply for business licenses, sales tax permits, self-employment taxes and more in Minnesota. See the Guide to Starting a Business in Minnesota for more information.