How to Form an LLC in Minnesota (2026)
Reviewed by DocDraft Legal Team · Minnesota · Last updated 2026-08-06
A limited liability company (LLC) is a business structure that legally separates the company from the people who own it, so the owners are generally not personally responsible for the company's debts. Forming one in Minnesota means filing a formation document with a state agency and paying its fee to bring the company into legal existence. In Minnesota you create an LLC by filing the Articles of Organization with the Minnesota Secretary of State and paying a $135 filing fee for online submission. Two features make Minnesota friendlier than many states on cost. First, Minnesota charges no annual franchise tax or minimum LLC tax, so there is no recurring state tax you owe simply for existing. Second, the yearly annual renewal that keeps the LLC active is free when filed on time. Minnesota LLCs are governed by the Minnesota Revised Uniform Limited Liability Company Act, Minnesota Statutes Chapter 322C. This guide explains what an LLC is, the exact Minnesota steps and fees, and the deadlines that keep the company in good standing.
Find out where you stand in Minnesota
Where are you in forming your LLC?
DocDraft provides document preparation, not legal advice.
How do you form an LLC in Minnesota?
File the Articles of Organization with the Minnesota Secretary of State and pay the $135 fee for online filing, or $155 by mail or in person. You must list a registered office in Minnesota and a registered agent. Online submissions are typically processed within two to five business days.
Does a Minnesota LLC pay an annual franchise tax?
No. Minnesota does not impose an annual franchise tax or a minimum LLC tax on limited liability companies. Unlike states that charge a flat yearly amount regardless of income, a Minnesota LLC owes no recurring state fee simply to stay in existence. Income is instead reported through the members on their tax returns.
Does a Minnesota LLC have to file an annual renewal?
Yes. Every Minnesota LLC must file an annual renewal with the Secretary of State each year to keep the company active. The renewal is free when filed on time. If an LLC misses the renewal, the state can administratively dissolve or terminate it, though it can usually be reinstated by filing.
Does Minnesota require newspaper publication to form an LLC?
No. Minnesota does not require an LLC to publish notice of its formation in a newspaper. Unlike New York, Arizona, and Nebraska, where publication is a condition of forming or operating, a Minnesota LLC is complete once the Secretary of State files the Articles of Organization, with no separate publication step or added cost.
Minnesota LLC formation at a glance
You form a Minnesota LLC by filing the Articles of Organization with the Minnesota Secretary of State for a $135 fee when you file online, or $155 if you file by mail or in person. What sets Minnesota apart is the low ongoing cost. Minnesota charges no annual franchise tax and no minimum LLC tax, so there is no flat yearly amount you owe the state just for having the LLC. The annual renewal that keeps the company active is free when filed on time, unlike states that charge an annual report fee. Every LLC must list a registered office in Minnesota and maintain a registered agent to receive legal papers. Minnesota does not require newspaper publication. You can reserve an available business name with the Secretary of State for a $35 fee while you prepare your paperwork. Online submissions are typically processed within two to five business days. The governing statute is the Minnesota Revised Uniform Limited Liability Company Act, Minnesota Statutes Chapter 322C.
Forming a two-owner Minnesota LLC, step by step
Suppose two friends in Minneapolis want to open a small design studio as an LLC. First they search the Minnesota Secretary of State's business search to confirm their name is available and includes a designator such as LLC, and they can reserve the name for a $35 fee while they prepare paperwork. Next they set a registered office and registered agent: one owner lives in Minnesota and agrees to serve, using a physical Minnesota street address, not a P.O. box, where legal papers can be delivered during business hours. They then file the Articles of Organization with the Secretary of State online and pay the $135 fee. The LLC legally exists once the Secretary of State files it, typically within two to five business days for online submissions. Because they have two members, they also write an operating agreement setting each owner's percentage and how profits split, even though Minnesota does not require them to file it. They apply to the IRS for a free EIN so the partnership can file taxes and open a bank account. Finally they calendar the annual renewal, which is free and due each calendar year to keep the LLC active. Because Minnesota charges no annual franchise tax, there is no yearly state tax bill to plan for simply from having the LLC.
Relevant Laws
Minnesota Revised Uniform Limited Liability Company Act (Minn. Stat. ch. 322C)
Chapter 322C governs the formation, management, and dissolution of every Minnesota LLC formed on or after August 1, 2015, and now all Minnesota LLCs. It sets who may form an LLC, the required contents of the Articles of Organization, the registered agent and registered office requirement, and the default rules for member-managed and manager-managed companies.
Minn. Stat. § 322C.0201 (Articles of Organization; formation)
Requires an LLC to be formed by delivering Articles of Organization to the Minnesota Secretary of State for filing. The articles state the LLC's name, the address of its registered office in Minnesota, and the name of its registered agent. The online filing fee is $135, or $155 for a paper filing.
Minn. Stat. § 5.36 (Registered office and registered agent)
Requires every Minnesota LLC to continuously maintain a registered office in Minnesota and a registered agent at that office to receive service of process and official notices. The registered office must be a physical Minnesota address, and the agent's information appears on the Articles of Organization filed with the Secretary of State.
Minn. Stat. § 322C.0209 (Annual renewal)
Requires a Minnesota LLC to file an annual renewal with the Secretary of State each calendar year to preserve its good standing. The renewal keeps the LLC's registered office and agent information current. Filing the annual renewal on time carries no fee. An LLC that fails to renew can be administratively terminated.
IRS federal tax classification (default pass-through)
The IRS does not tax the LLC as a separate category. By default a single-member Minnesota LLC is disregarded and taxed like a sole proprietorship, and a multi-member LLC is taxed as a partnership, with income passing through to the owners. An LLC may instead elect S corporation or C corporation treatment. Minnesota generally follows this classification and imposes no separate annual LLC tax.
Regional Variances
How forming an LLC in Minnesota differs from other states
No annual franchise tax or minimum LLC tax
This is the headline difference. Minnesota charges no annual franchise tax and no minimum LLC tax, so a Minnesota LLC owes no flat yearly amount to the state just for existing. States like California charge an $800 minimum every year regardless of income. In Minnesota the main recurring obligation is a filing, not a tax bill.
Free annual renewal instead of a paid report
Minnesota requires an annual renewal each year to keep the LLC active, and the renewal is free when filed on time. Many states charge an annual or biennial report fee. The tradeoff is that the deadline still matters: missing the free renewal can lead the Secretary of State to administratively terminate the LLC.
No newspaper publication requirement
Minnesota does not require you to publish notice of formation in a newspaper. New York, Arizona, and Nebraska do, which adds cost and a deadline. A Minnesota LLC is complete once the Secretary of State files the Articles of Organization, with no publication step.
Formation document and filing office
Minnesota uses the Articles of Organization, filed with the Minnesota Secretary of State. Some states call the document a Certificate of Formation or Certificate of Organization, and some route filings through a Division of Corporations rather than the Secretary of State.
Online filing costs less than paper
Minnesota charges $135 to file the Articles of Organization online but $155 to file by mail or in person, so the method you choose changes the price. Online filings are also typically processed within two to five business days, faster than mailed paperwork.
Suggested Compliance Checklist
Confirm your LLC name is available and compliant
Before filing days after startingSearch the Minnesota Secretary of State's business search to confirm your desired name is not already in use and that it includes a required designator such as LLC or Limited Liability Company. Avoid restricted words that need special approval. You can reserve an available name with the Secretary of State for a $35 fee while you prepare your Articles of Organization.
Set a registered office and registered agent
Before filing days after startingMinnesota requires a registered office at a physical Minnesota address and a registered agent available during business hours to accept legal documents. Decide whether you, a co-owner who lives in Minnesota, or a commercial registered agent service will serve. You will name the registered office and agent on the Articles of Organization, so settle this first.
File the Articles of Organization with the Secretary of State
To create the LLC days after startingFile the Articles of Organization with the Minnesota Secretary of State and pay the fee: $135 online or $155 by mail or in person. The LLC legally exists only once the Secretary of State files it. Online submissions are typically processed within two to five business days. Keep the filed confirmation as proof of formation.
Adopt an operating agreement
At or soon after formation days after startingPut the ownership percentages, profit split, management structure, and exit rules in writing. Minnesota's LLC act expects members to have an operating agreement, but you do not file it with the state. It governs how the LLC runs and overrides the act's default rules. Attorney review of the agreement is available as an option through DocDraft.
Get a federal EIN from the IRS
Before opening a bank account or hiring days after startingApply for an Employer Identification Number free on the IRS website. Multi-member LLCs, LLCs with employees, and LLCs electing corporate tax treatment need one. Single-member LLCs with no employees usually get one anyway to open a business bank account and keep business and personal finances separate.
File the annual renewal each year
Each calendar year days after startingFile the annual renewal with the Minnesota Secretary of State every calendar year to keep the LLC active. The renewal is free when filed on time and keeps the registered office and agent information current. Missing it can lead the state to administratively terminate the LLC, so calendar the deadline when you form.
Register for state taxes if your activity requires it
Before you owe the tax days after startingMinnesota charges no annual franchise tax on LLCs, but your business may still owe sales tax, withholding, or other taxes based on what it does. Check with the Minnesota Department of Revenue to see whether you need to register for a tax ID or collect sales tax before you begin operating.
| Task | Description | Document | Days after starting |
|---|---|---|---|
| Confirm your LLC name is available and compliant | Search the Minnesota Secretary of State's business search to confirm your desired name is not already in use and that it includes a required designator such as LLC or Limited Liability Company. Avoid restricted words that need special approval. You can reserve an available name with the Secretary of State for a $35 fee while you prepare your Articles of Organization. | - | Before filing |
| Set a registered office and registered agent | Minnesota requires a registered office at a physical Minnesota address and a registered agent available during business hours to accept legal documents. Decide whether you, a co-owner who lives in Minnesota, or a commercial registered agent service will serve. You will name the registered office and agent on the Articles of Organization, so settle this first. | - | Before filing |
| File the Articles of Organization with the Secretary of State | File the Articles of Organization with the Minnesota Secretary of State and pay the fee: $135 online or $155 by mail or in person. The LLC legally exists only once the Secretary of State files it. Online submissions are typically processed within two to five business days. Keep the filed confirmation as proof of formation. | - | To create the LLC |
| Adopt an operating agreement | Put the ownership percentages, profit split, management structure, and exit rules in writing. Minnesota's LLC act expects members to have an operating agreement, but you do not file it with the state. It governs how the LLC runs and overrides the act's default rules. Attorney review of the agreement is available as an option through DocDraft. | llc-operating-agreement | At or soon after formation |
| Get a federal EIN from the IRS | Apply for an Employer Identification Number free on the IRS website. Multi-member LLCs, LLCs with employees, and LLCs electing corporate tax treatment need one. Single-member LLCs with no employees usually get one anyway to open a business bank account and keep business and personal finances separate. | - | Before opening a bank account or hiring |
| File the annual renewal each year | File the annual renewal with the Minnesota Secretary of State every calendar year to keep the LLC active. The renewal is free when filed on time and keeps the registered office and agent information current. Missing it can lead the state to administratively terminate the LLC, so calendar the deadline when you form. | - | Each calendar year |
| Register for state taxes if your activity requires it | Minnesota charges no annual franchise tax on LLCs, but your business may still owe sales tax, withholding, or other taxes based on what it does. Check with the Minnesota Department of Revenue to see whether you need to register for a tax ID or collect sales tax before you begin operating. | - | Before you owe the tax |
Frequently Asked Questions
An LLC, or limited liability company, is a business structure that separates the company from its owners under the law. The owners, called members, are generally not personally liable for the company's debts or lawsuits, so a creditor usually cannot reach a member's home or personal savings for a business obligation. In Minnesota, LLCs are created under the Minnesota Revised Uniform Limited Liability Company Act, Minnesota Statutes Chapter 322C. The structure pairs that liability protection with pass-through taxation and lighter paperwork than a corporation, which is why it is common for small Minnesota businesses.
You file the Articles of Organization with the Minnesota Secretary of State. The fee is $135 when you file online or $155 by mail or in person, paid once to bring the LLC into legal existence. The articles list the company name, a registered office at a physical Minnesota address, and the registered agent. Online submissions are typically processed within two to five business days. Attorney review of your paperwork before filing is available as an option through DocDraft.
No. Minnesota imposes no minimum LLC tax and no annual franchise tax, so unlike California, which bills every LLC $800 a year regardless of income, a Minnesota LLC owes no flat yearly amount to the state just for existing. Business income instead passes through to the members and is reported on their returns. You may still owe activity-based taxes such as sales tax, so confirm your obligations with the Minnesota Department of Revenue.
There is no fee. Every Minnesota LLC must file an annual renewal with the Secretary of State each calendar year to stay active, and the renewal costs $0 when filed on time. That keeps the registered office and agent information current. The catch is the deadline: if you skip the free renewal, the state can administratively terminate the LLC, so calendar it each year even though it costs nothing.
Yes. If you have chosen a name but are not ready to file the Articles of Organization, you can reserve an available name with the Minnesota Secretary of State for a $35 fee while you prepare your paperwork. First use the Secretary of State's business search to confirm the name is not already taken and that it includes a designator such as LLC or Limited Liability Company. Reservation is optional; many filers skip it and file directly.
Yes. Minnesota requires every LLC to continuously maintain a registered office at a physical Minnesota street address, not a P.O. box, with a registered agent there to accept lawsuits and official state mail during business hours. You can serve as your own agent, name a co-owner who lives in Minnesota, or hire a commercial registered agent service. The registered office and agent are named on the Articles of Organization when you file.
By default the IRS treats a single-member Minnesota LLC as a disregarded entity, taxed like a sole proprietorship on the owner's own return, while a multi-member LLC is taxed as a partnership, with income passing through to each member. Minnesota generally follows this classification and adds no separate annual LLC tax. Either type may instead elect S corporation or C corporation treatment with the IRS if that fits the business better.
Other Minnesota guides
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