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How to form a limited liability company in Minnesota

Forming a limited liability company provides liability protection for any type of business, and should be among the first steps you take as a new business owner. Starting a limited liability company can help you protect your personal assets while adding legitimacy to your company. Follow our step by step guide or let us handle the paperwork on your behalf, ensuring your business is filed quickly and accurately.

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Why start your business in Minnesota?

Minnesota ranks at #17 on the best states to do business in, according to studies from WalletHub. The Land of 10,000 Lakes has received high marks for its friendliness with licensing, training programs provided by the state government, and ease of using government websites to operate businesses within the community and learn about how to open and run a small business.

Are you ready to form an LLC in Minnesota? Let's look at how to get started with a Minnesota LLC.

Two Ways to Register Your Business

MyCorporation® can help you file all of the necessary documents to form your limited liability company in Minnesota.

File and submit the formation paperwork yourself

Our free guide provides you with all of the information you'll need to form your limited liability company in Minnesota. Bookmark this page as a reference so you can return easily as you complete each step of the process.

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Let MyCorporation handle the formation process for you.

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See other business types

Are you looking for another entity type? We offer several other guides for the state of Minnesota.

One of the first decisions you'll need to make as a new business owner is which type of entity you will form for your business. While each business type offers its own benefits, forming an LLC (limited liability company) is one of the most popular choices made by new business owners across the United States. An LLC is a relatively new type of legal business formation, considered a hybrid entity, combining the pass-through taxation and simple operation of sole proprietorship with the limited liability protection provided by a corporation.

One of the main reasons for the growing popularity of the LLC in Minnesota is its simple setup and flexible structure. An LLC is also considered the easiest type of entity to maintain with the least number of annual requirements. Plus, income from the business is passed directly to its owners as regular income, making taxes much easier for an LLC, which can help you lowering your tax preparation costs each year.

Effective August 1, 2013, all LLCs formed in Delaware are required to file with the Delaware Division of Corporations. The Delaware Division of Revenue provides a resource known as the Legal Business Structure Table that determines how a Delaware LLC is taxed and its state-wide liability. LLCs formed in Delaware, for example, must pay $300 in annual franchise tax fees to the state.

The Benefits of an LLC

  • Protect your Personal Assets
    Starting a business designates your business as a separate legal entity, preventing you from being personally responsible for the debts of your business.
  • Build Credibility
    Establishing a professional identity provides the benefit of showing potential customers and investors that your business is legitimate and here to stay.
  • Simple Management
    Limited liability companies are less formal and require fewer annual / maintenance requirements than other common entity types, making it a popular choice for small business owners.

Compare the main entity types below

Entity Type
Limited Liability Company Combines limited liability protection with a pass-through tax structure. IRS rules allow LLCs to choose between being taxed as partnership or corporation. The easiest entity to maintain with the least amount of formal annual requirements.
Corporation Owners / shareholders have limited personal liability for business related debts. Separate taxable entity, corporate profits among owners and corporation. Meetings are required to maintain corporate status. Stock may be sold to raise capital.
Non-Profit Corporation A corporation formed for a charitable, educational, religious, literary, or scientic purpose. Contributions to charitable corporation are tax-deductible. Can get tax exempt status with the IRS. Annual reports, minutes, meetings are required to maintain nonprofit / tax exempt status.
Tip: Try our free entity choice tool. Answer a few simple multiple choice questions about your business, and our tool can recommend the entity type that best fits the needs of your business.

The next step will be to decide on a name for your business. Choose a name that is memorable and unique, easy to understand and pronounce, and accurately represents your business. You'll want to search your name choices on the web to quickly find out if they are already taken. It's also best to jot down one or two alternatives, in case the name you settle on is not available for registration in Minnesota.

There are a few rules that Minnesota Limited Liability Companies must follow in order to register a name.

  • The name you choose must be unique and not "confusingly similar" to the name of any other Minnesota business. This is to prevent fraud or misrepresentation and is a common rule in all 50 states. You can find out whether a name is available in Minnesota by using their business name availability search tool. Be sure to check variations or alternate spellings as well, otherwise your filing may be rejected. In a pinch, you can use MyCorporation's business name search service, where we will conduct a more thorough search on your behalf and report back our findings. Plus, MyCorporation includes a business name search for free when we complete your LLC filings on your behalf!
  • Your business name must include the words "Limited Liability Company," or its abbreviations "LLC" or "L.L.C."

You can learn more about how to choose a business name and other important statutory information through the Minnesota Secretary of State.

Tip: A business name check is included with every one of our business formation packages. We check with the state to determine the availability of your business name automatically. You can also conduct a nationwide business name search here.

There are two options to choose from when it comes to setting up your limited liability company in Minnesota. "Member managed" or "manager managed". The first thing you need to know is that owners of any LLC are referred to as "members". A single member LLC has just one owner, while a multi-member LLC is an LLC owned by 2 or more members. Pretty simple, right?

Minnesota LLCs also must also designate one or more individuals to manage the day to day operations of the business. This can be handled by one of the members of the business (member managed, the most popular choice and the default in most states), or a professional manager appointed by the members to act on their behalf (manager managed).

While the differences are subtle, what you really need to know is that each member in a member managed LLC has the power to make decisions for the business. However, in a manager managed LLC, the members choose who will manage the business and relinquish all of the decision making to the manager chosen. The person chosen can be one of the members of the business as well, or it can be someone else entirely.

Most states require that you designate a registered agent for your business, and Minnesota is no exception. A registered agent acts as the state's means to communicate with a business and is responsible for receiving legal and official documents related to the business.

In the state of Minnesota, it is required that all business entities filed in the state maintain a registered agent. This registered agent may be an individual or entity that receives official and legal documents on behalf of the business. They must be a Minnesota resident, have a Minnesota street address, and be available at the given address during normal business hours to accept service of process. A P.O. Box is not accepted as a registered agent address. A member of the LLC can act as the registered agent if desired, or you may also use a third-party registered agent service like MyCorporation.

Why designate a third party to act as my registered agent in Minnesota?

It should be noted that registered agent information is made publicly available. This can cause privacy concerns for business owners who do not wish to list their personal contact information on the internet for everyone to see. It is also common for the registered agent to become a target of spam or robocalls since this private information is relatively easy to obtain. Another issue that may arise is that in the case of a lawsuit, these documents would be hand delivered directly to the registered agent, and in the case that you used your business location for this purpose, this could occur in front of your customers. This is why many business owners opt for a third-party registered agent service such as MyCorporation to act as a registered agent on behalf of their business.

Another issue that may arise is that in the case of a lawsuit, these documents would be hand delivered directly to the registered agent. In the case that you used your business location for this purpose, this could occur in front of your customers. This is why many business owners opt for a third-party registered agent service such as MyCorporation to act as a registered agent on behalf of their business.

Tip: Our Deluxe and Premium formation packages include a full year of registered agent services for your business. We also offer standalone registered agent services which you can add to your business later.

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The state of Minnesota requires you to file Articles of Organization to form an LLC.

What information should be included in the Articles of Organization?

Your Articles of Organization must include the following details:

  • Name of the limited liability company
  • Registered agent office address and agent
  • Organizer(s) names, street addresses, dates, and signatures
  • Email address for official notices
  • Name and daytime phone number of person who can be contacted about this form
  • Completion of “Minnesota Business Snapshot” survey

A filing fee of $135 is required for Articles of Organization submitted by mail. The fee for expedited service is $155. These fees must be made payable to the MN Secretary of State.

After formation, the state of Minnesota requires an LLC to create an operating agreement. This agreement needs to be written and should be kept with the company's records. In order to open a bank account for your business, you will often be required to submit both your operating agreement, and your EIN number.

What kind of information needs to be included in a Minnesota operating agreement?

Operating agreements are required in Minnesota and are important to laying the foundations of a properly run business. An operating agreement sets guidelines for the way your business operates now and into the future. Common details in an operating agreement include the following:

  • Basic contact details: The name of the LLC, the address of the principal business location and often, the registered agent address.
  • The business purpose: This is a basic one sentence description of what kind of business your LLC will do, and is often a very general description, which creates a bit more flexibility as the business matures.
  • Tax structure: Often this indicates the way the LLC will choose to be taxed. The main options are to be taxed as a sole proprietor or a partnership ( both pass through options ) or to be taxed as a corporation ( which requires an S Corp Election to be filed )
  • Ownership and management: This section lays out the general rules about how the business will operate day to day. This refers to step 3, where you determined whether your business would be "manager managed" or "member managed". As mentioned before, member managed is the default and the most common choice. If you are unsure, member managed is a pretty safe bet.
Tip: All of our formation packages include a sample operating agreement you can use directly, or modify to fit your needs. Start Now

It is advised that you visit the Minnesota Secretary of State to determine which business licenses and permits may be required for your specific business. Then, apply for the relevant business licenses or renew an existing license.

In a pinch, you may also use MyCorporation's business license compliance package. Our skilled professionals will do the work for you. We identify all licenses required by your business and provide you with the information you need in order to file.

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MyCorporation® takes the guess work out of starting your business. Answer a few simple questions, and our filing experts will take care of the rest.

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An EIN (also called a Federal Tax Id) is a nine-digit number that is issued by the IRS and used to uniquely identify your business for tax purposes. Think of it as a Social Security Number (SSN) for your business, except an EIN is far less sensitive. It is important to wait until the LLC has been approved by the state before applying, and for that reason, filing for an EIN is one of the last things to do when you are setting up a business.

Like a social security number, the EIN allows you to:

  • Open business checking, savings, or investment accounts
  • File taxes for the business
  • Complete payroll for employees if applicable
  • Obtain lines of credit and credit cards, as well as "build credit" for your business
  • Apply for applicable business licenses when required.

You only need a few pieces of information to file including your mailing address and legal business name. You can apply online with the IRS by downloading IRS Form SS-4, or work alongside a third party organization like MyCorporation to complete an EIN application.

limited liability company Formation Packages

Save money and simplify the process of starting your business by bundling the services you need with our business formation packages.

  • Articles of Organization
  • Name Availability Search
  • Minutes & Membership Certificates
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  • Articles of Organization
  • Name Availability Search
  • Minutes & Membership Certificates
  • Annual Report service
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  • Articles of Organization
  • Name Availability Search
  • Minutes & Membership Certificates
  • Annual Report service
  • Registered Agent services
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Frequently asked questions

In Minnesota, if your profession requires state licensing, you would incorporate your business as a Professional Service Limited Liability Company (PLLC). This often includes doctors, lawyers, therapists, and other professions where state licensure is required.

A PLLC is different than a Professional Corporation (PC), which consists of shareholders that own company stock and has different tax implications. Minnesota allows licensed professionals the opportunity to form both a PLLC and PC, if desired. PLLCs are usually more popular, as they require less effort to build and operate.

Generally, this can include the following professions:

  • Accounting
  • Acupuncture
  • Architecture
  • Chiropractic
  • Clinical social work
  • Dentistry
  • Law
  • Marriage, family, and child counseling
  • Medicine
  • Speech-language pathology and audiology
  • Nursing
  • Optometry
  • Osteopathy
  • Pharmacy
  • Physical therapy
  • Physician assistants
  • Podiatry
  • Psychology
  • Shorthand court reporters

According to the Minnesota Secretary of State, LLC processing times run typically 4-7 business days if you file through mail. Online filings are approved usually within the same day or next day. All orders are processed in the order they are received.

Annual renewals (commonly referred to as annual reports in most states) must be filed by December 31 each calendar year. You may file in-person or mail your annual renewal to the Minnesota Secretary of State - Business Services. There is no fee for filing an annual renewal if the entity is active and in good standing. A dissolved entity, however, will need to retroactively reinstate its existence by filing the current year's renewal and paying a $25 fee if submitted by mail, $45 for expedited services in-person and online filings.

According to the Minnesota Secretary of State, foreign entities that wish to transact business in Minnesota must first obtain a certificate of authority. A PDF for the certificate of authority to transact business in MN is available to download and fill out through the Minnesota Secretary of State. The filing fee is $220 for expedited service in-person and online filings. It is $200 if submitted by mail. Payments must be made payable to Minnesota Secretary of State — Business Services.

In order to form a limited liability company in Minnesota, you will be required to pay various fees for services. The breakdown of the required fees is as follows:

  • Articles of Organization Filing Fee - $135 ($155 for expedited services)
  • Annual Renewal Fee - $25 (if submitted by mail), $45 (expedited services)

In total, expect to set aside at least $175 to form an LLC in Georgia.