What is different about forming an LLC in Minnesota.
Every state runs its own filing office, its own fee schedule and its own ongoing obligations. These are the ones that apply in Minnesota.
| Item | Amount | Detail |
|---|---|---|
| LLC filing fee | $135 | Paid to the state, at cost. File.Business charges $0 to prepare and file it. |
| Corporation, for comparison | $135 | |
| Nonprofit | $70 | |
| Professional LLC (PLLC) | $135 | |
| Series LLC | Not offered | Minnesota has no Series LLC filing. |
| Ongoing state report for an LLC | No fee | Annual Renewal, annual, due December 31 each year, beginning in the calendar year after the original filing |
| Registering an out-of-state LLC here | $185 | No certificate of good standing required. Filed on the Certificate of Authority to Transact Business in Minnesota. |
What the Minnesota fee schedule actually says
The annual renewal costs nothing for an active entity in good standing, but it is mandatory. An LLC that misses it is terminated or revoked under Minnesota Statutes 322C.0705 and a corporation is dissolved under section 302A.821, in both cases without further notice from the Secretary of State. Retroactive reinstatement costs 65 by mail or 85 online or in person. The 115 foreign figure applies only to foreign business corporations, which pay 115 by mail or 135 online, while foreign LLCs renew for nothing. Minnesota LLPs are the other exception and pay 135 by mail or 155 online each year. All formation figures here are the mail rate, and filing online or in person costs 20 more.
Verified 2026-08-17 · against the agency's own business filing and certification fee schedule and renewal forms at sos.mn.gov
What forming an LLC in Minnesota actually involves.
Articles of Organization
The Articles of Organization is the founding Minnesota document. We prepare and file with the SOS using your entity name, organizer info, RA, and member structure.
~7 day Minnesota processing
Minnesota SOS typically processes standard LLC filings in 7 business days. Expedited options available for an extra state fee (varies $25-$200).
Registered Agent included
Minnesota requires every LLC to maintain a Registered Agent. RA service is included year one in every formation bundle.
EIN from the IRS
Your Minnesota LLC needs a federal EIN for banking, taxes, and payroll. We file Form SS-4 with the IRS, typically 1-2 business days, faster than DIY filings.
Operating Agreement
Minnesota doesn't require filing an Operating Agreement with the SOS, but every Minnesota LLC needs one to define member rights, voting, profit splits, and dissolution rules. Included in Domestic Complete.
Year-one compliance
Forming the LLC is step one. Minnesota requires ongoing compliance: Annual Renewal (Dec 31), state tax registrations, license renewals. Domestic Complete includes year-one AR AutoFile.
A clean handoff, in 6 steps.
Pick your Minnesota LLC name
We check Minnesota SOS name availability live. Your chosen name must include "LLC" or variant and not conflict with existing Minnesota registrations.
Designate Registered Agent
Every Minnesota LLC needs a RA with a physical Minnesota address. We provide one (included year one) or you can designate your own.
Prepare Articles of Organization
Member info, RA, principal office, management structure (member-managed vs manager-managed), effective date. We draft and review with you.
File with Minnesota SOS
Submitted electronically with $155 state fee. 7-day standard processing. State-stamped Articles return to your BOS vault.
EIN + Operating Agreement
After SOS acceptance: IRS EIN application (1-2 days), Operating Agreement drafted, S-Corp election if requested (Form 2553).
Year-one compliance setup
Minnesota Annual Renewal added to your calendar (due Dec 31). RA active. Compliance Score baseline established.
Formation is free. Everything else is optional.
We do not charge a service fee to form your LLC or Corporation. State filing fees still apply and pass through at cost. Add the Compliance Bundle to handle the year-one filings everyone needs.
- LLC or Corporation formation (any state)
- EIN application with the IRS
- Articles of Organization or Incorporation drafted and filed
- Free BOS dashboard for ongoing visibility
- Filing receipts to your document vault
- Everything in Free Formation (no add-on fee)
- Registered Agent service in your state (1 entity)
- Annual Report AutoFile, filed every year on time
- Certificate of Good Standing (1 included per year)
- 1 Amendment included per year (address, member, name)
- Operating Agreement (LLC) or Bylaws (Corp)
- Deadline monitoring across all your filings
Common questions.
Do I need to live in Minnesota to form an LLC there?
No. You do not need to live in Minnesota or be a resident to form an LLC there. What Minnesota requires is a registered agent with a physical in-state address to receive legal mail, which we provide, or you can act as your own if you have a Minnesota address and are available in business hours. Where you live does not limit where you can form.
What is the difference between an LLC and a corporation in Minnesota?
An LLC is simpler and pass-through: profit lands on your personal return and there is little required formality, which suits most owners in Minnesota. A corporation is built to raise venture capital and issue stock, but it adds bylaws, a board, and annual meetings. If you plan to raise money, look at forming a corporation; otherwise the LLC-versus-corporation comparison lays out the tradeoffs.
Does Minnesota require an Operating Agreement?
Minnesota may not require you to file one, but you should have one. The Operating Agreement sets who owns what, who can sign, and what happens if an owner leaves, and it is the document that shows the LLC is a genuine separate entity, which protects your liability shield. Banks and lenders also ask for it. Generate one that fits your ownership with our Operating Agreement tool.
What about the EIN for my Minnesota LLC?
The EIN is your business's federal tax ID, and you need it to open a bank account, hire, or file taxes. It is free from the IRS, and we obtain it for you the same day, including for founders without a Social Security Number. Keeping the EIN separate from your SSN also keeps your personal number off vendor and client paperwork. Start with our EIN guide.
Can a foreign person form a Minnesota LLC?
Yes. You do not need to be a US citizen or resident to own or form a Minnesota LLC, and you never have to set foot in the state. The one extra step is the EIN, which we obtain from the IRS for you when you have no Social Security Number, and that unlocks US banking and payment processing. Our EIN guide is the right starting point for international founders.
What ongoing compliance does a Minnesota LLC require?
Forming is the start, not the finish. A Minnesota LLC generally files a periodic annual report, keeps a registered agent on record, and pays any state franchise tax. Miss the report and Minnesota can administratively dissolve the LLC, ending the protection you formed it for. A compliance calendar keeps every date in view, and our subscription can file them for you.
Can I change my Minnesota LLC name later?
Yes. If you outgrow the name or rebrand, you change it by filing Articles of Amendment with Minnesota, which updates the official record; your EIN and entity stay the same. If you would rather keep the legal name and operate under a different public name, a DBA does that without a full amendment. We handle either the amendment or the DBA for you.
Where to next?
Every filing connects into your File.Business operating system. Pick where to go from here: we keep the rest tracked. Or start by looking up any Minnesota company on the state record.
Up a level, or across to the neighbors.
Form an LLC by state
The national explainer above this page: what changes between jurisdictions, and why.
Open the hub → SectionForm a business
Every formation route, each with a page per state.
Open the section → StateMinnesota business filings
Every filing a business makes in Minnesota, gathered on one page.
Open Minnesota → In MinnesotaHolding company in Minnesota
The holding company, state by state
Read the guide → In MinnesotaAnonymous LLC in Minnesota
The anonymous LLC, state by state
Read the guide → In MinnesotaSeries LLC in Minnesota
Series LLC, state by state
Read the guide → In MinnesotaLLC Asset Protection in Minnesota
LLC asset protection, state by state
Read the guide →