How to Form a Minnesota LLC
By Bazal Razzaq
Updated: September 07, 2023, 12:30pm
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- Name your Minnesota LLC
- Organize a business plan for your LLC
- Assign a registered agent
- Prepare and file your Articles of Organization report
- Draft an Operating Agreement
- Apply for an EIN
- Submit the Annual Report(Statement of Information)
- Final Word
- How To Form An LLC In 50 States
- Frequently Asked Questions (FAQs)
Looking for ways to set up an LLC in Minnesota? Look no further! Our guide provides in-depth, meaningful, and factual information and figures so your Minnesota LLC formation process becomes completely effortless!
#1 Name your Minnesota LLC
The very first step in your LLC formation journey is to choose a name for your business. It’s best if your chosen LLC name is unique, memorable, and legally compliant enough to reflect your brand’s identity.
When naming your Minnesota LLC, you need to follow these guidelines:
- The name should be distinctive and not too similar to existing business entities in Minnesota. You can check the Minnesota Secretary of State’s business filings search tool for name availability.
- It should also include relevant abbreviations that display your company’s limited liability status, like,
- Limited Liability Company
- Limited Company
- LLC(Most entrepreneurs stick with this one)
- Remember that certain words, like “bank,” “insurance,” and “corporation,” require additional documentation before being used in the name.
- The name should not be misleading or imply a purpose that the LLC does not intend to pursue, like FBI, Treasury, or other government agencies.
- Avoid using words that are restricted and may require special approval or documentation, like “bank,” “insurance,” and “doctor.”
- Make sure your chosen name doesn’t violate any existing trademarks.
- Also, it goes without saying, but make sure your chosen name doesn’t include any vulgar, obscene, or forbidden terms(not even slang language).
Still confused? Here’s a complete list of Minnesota naming rules and requirements. Before finally naming your LLC, you can go through it and decide accordingly.
If you do have the perfect legally compliant name in your mind but just aren’t prepared to form your Minnesota LLC just yet, you always have the option to reserve it by filing a Name Reservation Application with the Secretary of State Business & Lien system. Using the form, you can hold your name for up to 12 months.
The filing fee is $50 for by-mail filings and $55 for online and in-person submissions.
Also, if you have plans to take your LLC online, you can check if your chosen business name is available as a web domain. Even if you don’t plan on creating a website right away, you may want to buy the URL in order to prevent others from obtaining it. Please note that registration isn’t mandatory and doesn’t grant ownership rights, but it does serve as a public notice of your claim over the name for the selected period of time.
Note: Remember that you’re under no obligation to use your registered business name(one that’s mentioned in your Articles of Organization document and other relevant legal paperwork) in the real world. You always have the option to use an Assumed Name Or Fictitious Name, more popularly known as a DBA (doing business as).
You can file a Certificate of assumed name (DBA) if you plan to conduct your business using a different name other than the exact legal name of your LLC. The filing fee is $50 for online filings and $30 for filing by mail, and the Certificate should be published for two consecutive issues in a legal newspaper for the county in the LLC’s permanent residence.
#2 Organize a business plan for your LLC
Before filing articles of organization or applying for an EIN, you need to draft a proper business plan for your Minnesota LLC. What is it? Well, a business plan is like a roadmap for your business. It’s basically a document that includes what your LLC is about, how you’ll make money, who your intended customers are, and how you plan on reaching and connecting with them. It also lays out your goals and the steps you can take to achieve them.
Here’s what you can include in your business plan,
- Mission statement of your LLC
- A brief summary
- A proper list of your products and services
- Financial plan
- Marketing and Sales Strategy
- Funding Request
- Operational Plan
- A logistics and operations plan
The more your business plan is compact, structured, and tailored to your specific business, the better it is for your business. Remember that a solid business plan helps you secure funding from lenders and investors and serves as a strategic tool to guide your LLC toward success and financial expansion.
#3 Assign a registered agent
All LLCs in Minnesota are required to have a registered office/agent to receive and accept all important official, financial, and legal documentation, notices, and notifications for their business. The authorized person/entity then forwards all the paperwork and reminders to the concerned owners/members/employees/managers of the LLC.
You have the following options when it comes to choosing a statutory agent for your Minnesota LLC:
- Be your own registered agent.
- Another business entity.
- Hire a registered agent service.
- An individual within the company(manager/employee/member)
- An Attorney, lawyer, or legal facility.
The list wasn’t just limited to that. To be a proper, legally compliant registered agent for your Minnesota LLC, one should:
- Have a physical street address in Minnesota.
- Be a resident of the state.
- Be at least 18 years old.
- Have the legal authority to accept legal documents on behalf of the company and forward them to the appropriate parties within the company.
- Be available during regular business hours(9:00 AM to 5:00 PM) to receive legal documents.
- Consent to serve as the LLC’s registered agent.
Note: A PO Box is not sufficient as a business address.
The cost can be around $50 and $300 annually. You should choose an individual/service/business entity that is not only affordable but also provides all the services you need.
#4 Prepare and file your Articles of Organization report
Finally, it’s time to officially register and establish your LLC with the Minnesota Secretary of State. It’s a form that basically notifies the state about your LLC’s formation and includes all the basic details about your company.
Here are some key points you can include in your Articles of Organization document,
- Your LLC’s official name.
- The business address of your LLC.
- Registered agent’s name and address.
- Date of initiation (the official formation date of your Colorado LLC)
- Name and address of the person forming the LLC
- A brief purpose statement.
- Choose the perfect management structure, whether it will be member-managed or manager-managed.
- Confirm that the LLC will have at least one member/owner managing.
- The signature of the individual forming the LLC is mandatory.
- Details of the person filing the LLC articles – name and address.
Minnesota Secretary of State — Business Services
Retirement Systems of Minnesota Building
60 Empire Drive, Suite 100
St Paul, MN 55103
If you’re planning to file online or in person, then the fee is $155, and $135 in case of filing by mail. The cost is payable to the state of Minnesota and is nonrefundable.
Additionally, if you own a foreign entity elsewhere and have been wanting to do business within the state, you need to complete a Certificate of Authority to Transact Business in Minnesota form.
The filing charges are $185 by mail and $205 when submitting in person or online.
#5 Draft an Operating Agreement
For the next step, create an agreement for your Minnesota LLC.
It usually includes details like,
- The money and job choices for the LLC (that’s like a group of business friends).
- Rules for how the inside stuff of the LLC works and says who has to do what.
- How the business owners will get what they need to make the business run smoothly.
An operating agreement is not legally required to start an LLC in the state. But, nonetheless, it’s best to have one in hand in case things go sour.
An agreement for your LLC should include details such as,
- Name and main address of the LLC
- How long the LLC will exist
- Name and address of the registered agent
- Details about the Articles of Organization
- The main purpose of your LLC
- Members/owners and their shares/contribution
- Allocation of profits and losses.
- The whole process outlines how new members will join, and old members will leave
- Meetings and Voting Rights
- How the LLC is run
- Dissolution and Winding Up
- Indemnification and liability clauses
- Dissolution and winding up
#6 Apply for an EIN
Now, it’s time to obtain your nine-digit EIN from the Internal Revenue Service(IRS). It’s pretty similar to the Social Security Number(SSN) and is used for taxation purposes. It also helps keep track of your LLC’s tax reporting.
The main purpose of an EIN is to help with the following purposes:
- Hire employees
- Apply for business licenses and permits
- Conduct daily business operations
- Meeting federal and state tax obligations
- Opening professional business bank accounts
Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999
Fax: (855) 641-6935
The whole process is free of cost.
#7 Submit the Annual Report(Statement of Information)
All LLCs in Minnesota need to file a statement of information(annual/periodic report) with the Secretary of State. Usually, it’s known as “annual renewal in the state of Minnesota.
You can submit your report online or by mail. The renewals need to be submitted by December 31 each year. If you fail to file on time, there are enough chances your LLC will be fined/penalized, or worse, it could actually lead to your LLC being administratively dissolved by the state.
But don’t sit comfortably just yet! Running an LLC is a full-time job. Once your LLC is officially a registered entity, you can complete the formalities included below:
- Register with the state’s tax agency.
- Open a professional business bank account.
- Apply for a business credit card.
- Purchase business insurance.
- Protect your name and logo with a trademark.
Also, when hiring employees for your Minnesota LLC, you need to follow these steps:
- Confirm their eligibility to work in the US.
- Report them as “new hires” to the state.
- Provide workers’ compensation insurance for your employees.
- Withhold employee taxes.
- Display workplace compliance posters visibly in your workspace.
And that’s a wrap! That was all you needed to know before finally forming an LLC in the North Star State!
Frequently Asked Questions
A registered agent is a person or entity responsible for receiving legal documents on behalf of your LLC. In Minnesota, you must appoint a registered agent when you file your Articles of Organization.
The primary steps include choosing a name, appointing a registered agent, filing Articles of Organization with the Minnesota Secretary of State, and paying the required filing fee. You should also create an operating agreement to outline your LLC’s internal management and financial structure.
The filing fee for Articles of Organization in Minnesota is $135. Keep in mind that fees may change over time, so it’s essential to check the latest fee schedule with the Secretary of State.