Is a Registered Agent Required in Minnesota?
Whether you’re starting a new Minnesota corporation, Limited Liability Company (LLC), Limited Liability Partnership (LLP), or Limited Partnership (LP), state law requires that a Minnesota registered agent is appointed.
Learn what a registered agent is, their job duties, the requirements to be one, and answers to common questions about registered agents.
Registered Agent Overview
A registered agent (also referred to as a resident agent or statutory agent in some states) is a person or company that is designated to be the official point of contact between the government and your business entity.
The primary responsibility of a registered agent in Minnesota is to accept important legal notices and tax documents and then forward them to the appropriate person in the business.
Penalties for Not Having a Registered Agent
Not only is a registered agent required when forming an LLC or corporation, but a registered agent must be continuously maintained in Minnesota to keep the entity in a status of good standing. In addition, not having a registered agent could result in:
- Not Receiving Legal Notices – If the listed registered agent cannot receive legal notices, this lawsuit will still proceed. If a process server is unsuccessful in reaching the company’s registered agent, the court can proceed with the case. This could result in a judgment being placed against the business without the owners knowing.
- Penalties and Fees – By not maintaining a current registered agent, penalties and state fees can be levied against the entity and, in some cases, the owners too. Once an entity is no longer in good standing with the state, the owners may lose their liability protection and are at risk personally.
- Entity Closure – Waiting too long to remedy the lack of a registered agent may result in the state of Minnesota dissolving the entity.
Common Questions About Minnesota Registered Agents
Is a registered agent required in Minnesota?
The requirements for an entity to have a registered agent are formed under Minnesota Statute, Section 5.36, which mandates that registered entities will have and continuously maintain a registered agent and registered office within the state.
Is a registered agent liable for the actions of the business?
The only liability a registered agent faces is from a lack of timely transmission of correspondence. If the registered agent is negligent in sending a legal document promptly and the entity suffers a financial loss, the registered agent is responsible for paying those damages.
Who can be a registered agent in Minnesota?
A registered agent in Minnesota can be a resident of the state who is 18 years or older, a registered Minnesota domestic business entity, or a foreign business entity authorized to do business in the state. An entity may not be its own agent.
The registered agent needs to have a physical street address (often referred to as a registered office or principal office) in the state of Minnesota. This can be your home address, the address of a family member, an accountant or attorney, the address of the business, or a professional registered agent service. Any physical address in the state may be used, but PO Boxes and mail drop services are not acceptable since someone has to be available to sign for documents.
The agent will also need to be available to receive Service of Process on behalf of the business during normal business hours. Service of process refers to the delivery of legal documents, often a summons, subpoena, or lawsuit filed against a business entity.
What is required of a registered agent in Minnesota?
A registered agent does a few things for a company, and the main responsibility is that the agent is available during normal business hours to receive any service of process, legal notice, or demand pertaining to the entity. These documents are sent by the registered agent to the appropriate individuals in the company.
How to appoint someone as the registered agent in Minnesota?
A registered agent is required by the Secretary of State when forming a Minnesota LLC, corporation, LLP, or LP, and this appointment is first made in the entity formation documents, Articles of Organization (LLC), or Articles of Incorporation (corporation).
A registered agent can be added later by submitting the Change of Registered Office/Registered Agent Form along with the filing fee to the Minnesota Secretary of State.
In addition to filing the form, you will want to update the registered agent’s information in the operating agreement (LLC) or bylaws (corporation)
Should you be your own Minnesota registered agent?
While the business owner can be the registered agent and, in many instances, is the best and least expensive option, there are reasons not to be the registered agent. A few reasons to hire a commercial registered agent service include the following:
If the Business Expands to Additional Locations – If the business has a physical presence in multiple states (offices, warehouses, employees, etc.), a foreign entity registration will often need to be filed with those states. A registered agent will need to be appointed with a physical address in each state.
Privacy – The address of the registered agent becomes public record and is available for anybody to see. This can be especially concerning if someone is doing business on the side and they don’t want their employer to know about the business. Also, if the business is sued, the notice will be delivered to the address on file. This could mean employees, customers, or even neighbors witnessing the event. There is also the remote possibility of a vindictive litigant or upset customer showing up at your house.
Availability – Minnesota requires the registered agent to be available at the principal address during regular business hours. The biggest issue with availability, especially if a home address is used, is if the agent goes on vacation or is otherwise away for some period of time and can’t be reached.
Due Date Reminders – Registered agent services provide annual report reminders and updates on any state requirements.
How much does a Minnesota registered agent service cost?
Depending on the services provided, a commercial registered agent service typically costs between $100-$150 per year. Northwest Registered Agent is a popular service that charges $125 per year and offers several extras such as document scanning and mail forwarding and Harbor Compliance has a basic service starting at $99.
Some entity formation companies, like IncFile, includes registered agent service at no cost for the first year when you register your corporation or LLC with them.
Can a registered agent be changed in Minnesota?
If the registered agent changes, the entity is required to file a change of registered agent.
A registered agent can be changed by submitting the Change of Registered Office/Registered Agent Form along with the filing fee to the Minnesota Secretary of State.
