How to Form a Minnesota LLC
1. Choose a Name for Your LLC
Choosing an appropriate business name should be the first thing about starting your Minnesota LLC formation. Make sure that the name not only sounds good and is easy to remember for your future clients, but it also complies with Minnesota company naming requirements.
Minnesota LLC Naming Requirements
- The name of your company must contain the phrase "limited liability company", or an alternative abbreviation, such as "LLC" or "L.L.C.".
- The name must not include any abbreviations or words that could associate with a government agency, such as SES, Secretary of State, Treasury, IRS, State Department, etc.)
- Your name must be unique and easily distinguishable from other companies in Minnesota, including limited liability companies, corporations, partnerships, and other business entities.
- Be cautious with using such words as Attorney, Bank, Trust, University, Association - these may have restrictions or additional requirements, permits, licenses, or other paperwork.
- To be accepted for filing, your LLC business name must be different by at least one letter or numeral from other names already on file.
Minnesota Business Name Lookup
Make sure that the desired business name for your limited liability company is not already taken. You can do this by visiting the Minnesota Secretary of State.
If you need help with your company name check, please see our detailed step-by-step guide about the Minnesota business entity lookup.
TIP: Check Domain Name Availability
Checking whether your business name is available as a domain name is highly recommended before you start filing for your Minnesota limited liability company formation. Remember, ideally you want to reserve a .COM domain, or a .ORG .NET domain at least.
Short domain names are more brandable and easy to remember. It is also a smart move to reserve all three domain zones if possible, to make sure that your company is fully associated with a selected domain name.
LLC stands for limited liability company, which is a US business entity that can protect the personal assets of a business owner from business debt and lawsuits. Unlike corporations, LLCs are relatively easy to form and maintain and are not subject to double taxation.
2. Assign a Minnesota LLC Registered Agent
Before forming your Minnesota LLC with the Secretary of State, you need to assign a registered agent for your Minnesota LLC. Your registered agent must have a street address in Minnesota (PO boxes are not accepted).
According to the Minnesota Secretary of State, "the corporation is not required to name a registered agent in the articles of incorporation, but if the corporation decides to name an agent, the articles must list the name of the agent and the agent must be located at the registered office".
Who Can Be a Registered Agent?
Be your own registered agent
If you are a resident of Minnesota and have an office address then you can be your LLC's registered agent and deal with every filing, legal notice, and government deadline on your own.
However, in this case, you lose not only your time, but also your privacy since the agent's name and address become publicly available.
Use a registered agent service
It might be cheaper in the short-term to do all the filings yourself, but using a registered agent has several advantages:
- Convenience. Using a professional registered agent service is an affordable way to manage all government filings and legal notices for your Minnesota LLC.
- Lower risk. This way you can also avoid any fees or further legal trouble caused by missing or misplacing an important document or notice.
- Privacy. If you were thinking of using your home address, but would rather keep it off public records, you can hire a Registered Agent that will allow you to use their address throughout your Articles of Organization.
A registered agent (or a resident agent) is an individual or a business entity that has been designated by the LLC to receive service of process notices, government correspondence, and compliance-related documents on behalf of the LLC. The registered agent must be residing in Minnesota.
3. File Minnesota LLC Articles of Organization
To register an LLC in Minnesota, you will need to file the Articles of Organization also called the formation documents with the Secretary of State.
The Cost of Forming an LLC in Minnesota
The cost to start a Minnesota limited liability company (LLC) is $155 online and in-person or $135 by mail. This fee is paid to the Minnesota Secretary of State when filing the LLC's Articles of Organization.
The articles must include:
- Your chosen business name
- Name and address of your registered agent
- Management style (member-managed or manager-managed)
- Name(s) and address(es) of the LLC's manager
- Name and address of the LLC’s organizer
- Signature of the organizer and registered agent
- Effective date
How to File the LLC Formation Documents
You can apply online, by mail, or in-person.
To apply your articles of organization online you need to create an online account with the Minnesota Secretary of State and proceed with your application.
Applying in-person or by mail
To apply in-person or by mail, you need to print out the Articles of Organization form and fill it in. Then the completed form must be mailed or delivered in-person during working hours to:
Minnesota Secretary of State – Business Services
Retirement Systems of Minnesota Building
60 Empire Drive, Suite 100
St Paul, MN 55103
Visit their website for more information https://www.sos.state.mn.us/
Processing Time & Approval
Typically, it takes 5 to 10 business days to have the articles approved. You will receive by mail an Acknowledgment Letter, a receipt, a stamped and approved copy of your Articles of Organization, and a Certificate of Organization.
4. Create an LLC Operating Agreement
It is not mandatory to have an LLC operating agreement in Minnesota, but it's a good practice to have one. MN Stat § 322C.0110 outlines the potential scope of an operating agreement, but it does not declare an operating agreement’s legal necessity.
A detailed operating agreement explains how you will run and manage your business and ensures that all business parties are on the same page - this way you can minimize the risk of future conflicts.
An operating agreement can include:
- Individual members' ownership percentages
- Rights and responsibilities
- How voting and decision-making works
- Management guidelines for the LLC
- How profits and losses will be allocated
An operating agreement is an internal legal document that establishes how your LLC will be run. It sets out the rights and responsibilities of the members and managers, the ownership structure, and operating procedures.
5. Obtain an Employer Identification Number (EIN)
Every Minnesota LLC is required to obtain an EIN number from the IRS if it has more than one member or plans to hire employees. Employer Identification Number for a business is the same as Social Security Number for a person.
An EIN is required even if you do not plan to hire any employees.
Without an EIN number you will not be able to:
- file and manage federal and state taxes
- open an LLC business bank account
- obtain business loans
- get a business credit card
- hire employees
Other common terms for an EIN are:
- Employer ID Number
- Federal Tax Number
- Federal Tax ID
- Federal Tax Identification Number
EIN stands for Employer Identification Number. EIN is a unique nine-digit number assigned by the IRS to help identify your businesses for tax and filing purposes. An EIN is sometimes referred to as a FEIN (Federal Employer Identification Number) or FTIN (Federal Tax Identification Number).