Set up your LLC without the hassle. Click on “Get Started” so we can check if your business name is available in Minnesota!
If you’re starting your LLC in Minnesota, you’ve made a good choice. Registering an LLC, or limited liability company, in Minnesota is simple and straightforward. The initial registration fees are reasonable, and annual renewals are free if you send in the forms on time.
The business climate in Minnesota is excellent. CNBC ranked Minnesota the seventh best state in the country for business, giving it especially high marks for life, health, technology, innovation and education.
In this guide we’ve listed everything you need to know to form an LLC in Minnesota, read on to get started with your LLC!
You can create your Minnesota LLC in only six steps:
The detailed instructions below will walk you through each step.
To form a Minnesota LLC, you need a name for your LLC that the secretary of state will approve. The name you choose must be different from the name of any other Minnesota LLC, corporation, limited partnership or limited liability partnership that is already on file with the Minnesota secretary of state. It also must be different from any reserved or assumed name, service mark or trademark that is registered in Minnesota.
Minnesota has some rules about what goes into the name, which:
To find out if your desired name is available:
You can either request your LLC’s name when you file your articles of organization, which is the document you file to form your LLC, or you can reserve the name if you are not yet ready to file the articles.
Your desired name goes into the first box on the Articles of Organization form. Step 2 below has more information about filling out the rest of the form.
When you’ve completed the form, you can file it in person (with a filing fee of $155 for expedited service) or by mail (with a filing fee of $135) at Minnesota Secretary of State Business Services, First National Bank Building, 332 Minnesota Street, Suite N201, Saint Paul, MN 55101. In-person hours are 8 a.m. to 4 p.m., Monday to Friday, except for holidays.
You can also file the form online for $155. First, set up an account with the Office of the Minnesota Secretary of State if you don’t already have one, sign in, then go to the state’s business filings page.
If you have questions about filing out the form, call the secretary of state’s office from 9 a.m. to 4 p.m. on weekdays at 651-296-2803 if you’re in the metro area or 1-877-551-6767 if you are elsewhere.
If you want to reserve your LLC’s name to prevent someone else from using it before you are ready to file your articles of organization, you can do that through the secretary of state. The reservation will be good for a year, and you can renew it as many times as you want.
The fee for reserving an LLC name is $35 if you do it by mail and $55 if you do it online or in person. Each renewal of the name reservation also costs $35 by mail or $55 online or in person.
The legal name of your LLC is the name you request on the articles of organization form (assuming the secretary of state approves the name). Sometimes, people want to use a different name for their LLC for conducting day-to-day business. This other name is called the assumed name or doing business as — DBA for short.
For example, if the legal name of your LLC is Jane Smith’s Party Planning Services, LLC, you would use that name to file your taxes and on other legal documents. You could also have an assumed name, such as Minnesota Party Time, that you could use on your storefront, business cards, marketing materials and so on.
Having an assumed name for your LLC is completely optional. You can, if you choose, use your LLC’s legal name for everything. If you do decide to use an assumed name, you’re required to register the name with the Minnesota secretary of state and publish it in a legal newspaper. Both the registration and publication must be completed before your LLC starts conducting business.
To register and publish your LLC’s assumed name:
You’ll need to renew your assumed name every year. If you make any changes, file a Certificate of Amended Assumed Name within 60 days.
A trademark or service mark serves as a visual symbol of your business. An attorney can advise you about whether you need to register the trademark with the state and the federal government. Keep in mind that registering a trademark is not the same as getting a copyright.
To register a trademark with the Minnesota secretary of state, complete and file a form called “Trademark, Service Mark, Certification Mark or Collective Mark.”
Include a sample of the symbol that you’ve already used in your business, such as letterhead, a business card, or a clipping or photo of an ad.
The filing fee to register a trademark is $50 if sent by mail and $70 for expedited in-person or online filing. The mailing and in-person address is Minnesota Secretary of State Business Services, First National Bank Building, 332 Minnesota St., Suite N201, Saint Paul, MN 55101. In-person hours are 8 a.m. to 4 p.m., Monday to Friday, except for holidays. For questions, call 651-296-2803 from the metro area or 1-877-551-6767 from elsewhere between 9 a.m. and 4 p.m., Monday to Friday.
The Minnesota Limited Liability Company Articles of Organization is the form you file to make your business an official LLC. On this form, you’ll request your LLC’s legal name and provide your name and address, your registered office address, the name and address of your registered office, the name of your registered agent, if you have one, and names, addresses and signatures of the other organizers if you are not the only one.
Filing the Articles of Organization form costs $135 if you submit it by mail and $155 for expedited service if you submit it online or in person.
When you fill out the Articles of Organization form, you’ll provide:
You can file by mail, in person or online. The mailing and in-person address is Minnesota Secretary of State Business Services, First National Bank Building, 332 Minnesota St., Suite N201, Saint Paul, MN 55101. In-person hours are 8 a.m. to 4 p.m., Monday to Friday, except for holidays.
To file online, first set up an account with the secretary of state if you don’t already have one, sign in, and go to the state’s business filings page.
The secretary of state’s office will answer questions at 651-296-2803 in the metro area or 1-877-551-6767 elsewhere from 9 a.m. to 4 p.m., Monday to Friday.
Minnesota makes a distinction between a registered office, which is a physical place, and a registered agent, which is a person or business. In Minnesota, unlike many other states, naming a registered agent is optional. However, you are still required to have a registered office where you can receive service of process and other important notices and documents for your LLC.
The registered office can be in the place where your business is located, or it can be elsewhere in Minnesota. Its address must be a street address, rural route, rural route box, fire number, or directions from a landmark — but not a post office box. If you decide to get a registered agent, the agent’s address must be at the registered office.
You can locate a registered office and optional agent on your own, or you can let Tailor Brands take care of it for you.
An operating agreement is a document that you use to control many aspects of your business. Having written rules in place will help guide your future operations and decision-making.
It’s especially important to have an operating agreement if your LLC has more than one member. In a multi-member LLC, the operating agreement forms a contract between the members. By specifying members’ roles, responsibilities and rights in the LLC’s operation, you can help anticipate and prevent disputes.
If you don’t have an operating agreement, your LLC will have to follow Minnesota’s default rules for LLCs, which may not be the best choice for your business. Creating an operating agreement gives you the chance to spell out how the rules for your LLC differ from the defaults. This is valuable for all LLCs, including single-member ones.
Some issues that your Minnesota operating agreements may address include:
Minnesota operating agreements don’t have to be in writing. They can be oral or even implied. However, you’re much better off putting the agreement in writing, which helps ensure that all the members have a common understanding of their responsibilities and obligations.
Every operating agreement is unique and based on the circumstances and needs of the LLC. The more aspects of the business the operating agreement covers, the more effective it will be. It’s a good idea to consult a lawyer when creating your operating agreement to ensure that all necessary items are included and are stated in a way that prevents conflicts, misunderstandings and other problems from arising.
Minnesota does not require that you create an operating agreement for your LLC. Although having an operating agreement is optional under the law, it’s strongly recommended that you create one, so you can tailor the LLC’s rules to your business’s specific needs, prevent disputes, and help ensure the smooth running of your business.
Minnesota has no special requirements for creating an operating agreement.
An employer identification number is used for filing business taxes. If you have a multi-member LLC or your LLC has employees, you must get an EIN for your LLC. However, if you have a single-member LLC with no employees and you’re not choosing to be treated as a corporation, you have the choice of using either your own Social Security number or your own EIN on your taxes.
Advantages of having an EIN, even when it’s not required, include greater protection from identity theft and presenting a more professional image. Banks may require an EIN to open a business checking account.
You can apply for an EIN on the IRS website from Monday to Friday, 7 a.m. to 10 p.m. You can also choose to have Tailor Brands obtain an EIN for you as part of the services we provide for our customers.
Your LLC will likely have to pay several different types of taxes. Consulting a tax professional can help ensure your LLC complies with all the relevant tax laws and regulations. A tax professional can also help you obtain all the tax advantages you are entitled to, so that you don’t pay more in taxes than you have to.
As your LLC’s organizer, you get to choose if you want the LLC to be taxed as a corporation. If not, your LLC will be treated as a partnership if you have more than one member or as a sole proprietorship if you are the only member.
A tax professional can advise you on the best choice for your situation. Whether you set up your LLC with the IRS as a sole proprietorship, partnership or corporation, Minnesota will treat it the same way for state tax purposes.
If your LLC is taxed as a corporation or partnership, you’ll need to get federal and state tax identification numbers. Tax ID numbers aren’t required if you have a one-member LLC with no employees.
For LLCs that are not taxed as corporations, the income and losses of the LLC get passed through to the member (or members if there are more than one). Passing income through means that you and the other members, if any, will include the income in your own taxable income and pay taxes at your own tax rate.
If your LLC will be selling a product or service that is subject to Minnesota sales tax, you’ll need to register with the state. To help you get up to speed on what you should do, the Minnesota Department of Revenue offers classroom training, webinars and YouTube videos to educate business owners on sales tax and other business tax topics. You can also find more information in the Minnesota Sales and Use Tax Business Guide.
If you’re filing as a sole proprietorship or partnership, you should pay federal self-employment taxes using Schedule SE. There’s no state self-employment tax in Minnesota.
If your LLC has employees, you’ll need to pay payroll taxes, which are the employer’s share of taxes for Social Security, Medicare, and federal and state unemployment insurance. Your accounting system should keep a record of these taxes every time you pay wages. You’ll pay the taxes through deposit or with your quarterly or annual tax returns.
Some businesses may have to pay Minnesota state taxes on the sale of cigarettes, alcohol or fuel. There’s also a tax on hazardous waste generation.
The first thing you should do after your LLC becomes official is celebrate! Next, turn your attention to some important tasks that will help establish your new LLC on a firm foundation.
Having a separate bank account for your business has many benefits:
You must renew your LLC’s registration with the Minnesota secretary of state every calendar year. The state will send a renewal form to your LLC’s registered address, which should be completed and returned by December 31.
There’s no fee for renewing your registration if your LLC is active and in good standing. However, if the state dissolved your LLC because you failed to file the annual renewal form in the past, you’ll have to pay $25 by mail or $45 for expedited service online or in person if you want your LLC reinstated.
It’s important to set up your finances correctly right from the outset. A good accounting system will help your LLC run smoothly, avoid potential problems, and minimize taxes.
All of the LLC’s financial actions and decisions must be in compliance with federal, state and local laws; your LLC’s articles of organization; and your operating agreement, if you have one — and you should!
To get the most out of available tax benefits and to ensure you are complying with all the laws and regulations that apply, it’s a good idea to consult a tax advisor, lawyer and/or accountant.
State agencies in Minnesota issue more than 750 types of licenses. The Minnesota eLicensing page has information about the state’s licenses and permits, and it provides several ways to search for the licenses you need.
Cities and counties may require that you have local licenses. Local communities also have zoning requirements, which may affect you if you work out of your home.
This portion of our website is for informational purposes only. Tailor Brands is not a law firm, and none of the information on this website constitutes or is intended to convey legal advice. All statements, opinions, recommendations, and conclusions are solely the expression of the author and provided on an as-is basis. Accordingly, Tailor Brands is not responsible for the information and/or its accuracy or completeness.