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How to Form an LLC in Minnesota

Minnesota charges $155 to form an LLC online or in person, $135 by mail, and then charges nothing at all to keep it: the Annual Renewal is free. The traps are structural. Minnesota requires a registered office but makes a registered agent optional for a domestic LLC, closing takes two filings instead of one, and the free renewal is still mandatory, because missing it gets the LLC administratively terminated.

By the LLCForming research teamFees checked Nov 8, 2026

The Minnesota filing steps

1. Check your name on the state's own search

   Search the Secretary of State's Business Search, through the Minnesota Business and Lien System at mblsportal.sos.mn.gov, before you file. Under Minn. Stat. section 322C.0108, a Minnesota LLC name must be in English or in another language expressed in English letters or characters, must contain "limited liability company" or "LLC," must not contain "corporation" or "incorporated" or an abbreviation of either, and must be distinguishable on the Secretary of State's records from other entities and reserved names on file. The Secretary of State decides whether a name is distinguishable. A search does not reserve the name. To hold one, file a name reservation for $55 online or in person, or $35 by mail; it lasts 12 months and can be renewed for additional 12 month periods.

2. Choose your registered office (an agent is optional)

   Minnesota is the exception in this guide. Under Minn. Stat. section 322C.0113, every limited liability company shall have a registered office and may have a registered agent. The office is mandatory: a street address in Minnesota, continuously maintained, and a post office box by itself is not acceptable. The agent is optional for a domestic LLC. The Articles of Organization form instructions say it in plain language: if you have a registered agent, list the full name of the agent located at the registered office address, and an agent is not required. If you do name one, the agent may be a natural person residing in Minnesota, a domestic corporation or LLC, or a foreign corporation or LLC authorized to transact business in Minnesota, and the agent must maintain a business office identical with the registered office. Two cautions follow from skipping the agent. First, the backstop: if an LLC does not appoint or maintain an agent, or the agent cannot with reasonable diligence be found at the agent's street address, the Secretary of State is the agent for service of process under section 322C.0116. Second, the exception: a foreign LLC registering in Minnesota must designate a registered agent. When the office or agent changes, file the Notice of Change of Registered Office or Registered Agent for $55 online or in person, or $35 by mail; if no agent is desired, list "NONE" on the form.

3. File the Articles of Organization with the Secretary of State

   File the Articles of Organization, Chapter 322C, online through the Minnesota Business and Lien System (MBLS) at mblsportal.sos.mn.gov, in person, or by mail to the Minnesota Secretary of State, Business Services, First National Bank Building, 332 Minnesota Street, Suite N201, Saint Paul, MN 55101. The fee is $155 online or in person and $135 by mail. The $20 difference is not a portal fee: Minnesota law treats online and in person filings as expedited service and adds a $20 surcharge under Minn. Stat. section 5.14, a pricing pattern that repeats on nearly every Minnesota filing in this guide. The articles must state the LLC's name, the street address of the initial registered office and, if the LLC has an agent for service of process, the agent's name at that office, and the name and street address of each organizer. Under section 322C.0201, the LLC is formed when the articles of organization have been filed with the Secretary of State.

4. Get an EIN from the IRS

   Free, online, and takes minutes once your Minnesota filing is approved. Never pay a service for this. See EIN for an LLC for the walkthrough and the one IRS rule (a real person as responsible party) that surprises people.

5. Write your operating agreement

   Under Minn. Stat. section 322C.0110, the operating agreement governs relations among the members as members and between the members and the LLC, the rights and duties of a person in the capacity of manager, the activities of the company, and the means and conditions for amending the agreement. Whatever the agreement does not provide for, Chapter 322C governs by default. The agreement is an internal document: it is not filed with the Secretary of State and carries no state fee. The default rule is the reason to write it at formation, because the parts you leave blank are filled in by statute, not left open.

6. Open the business bank account and handle licenses

   Bring your approved formation document and EIN letter. Then check your city and county for a general business license and your industry for state permits. Minnesota issues no single statewide general business license through the Secretary of State. Licensing is industry specific, through state agencies and boards, or local, through your city or county. The near universal state level step is tax registration with the Minnesota Department of Revenue for the taxes your activity triggers, such as sales tax registration if you will make taxable retail sales. Check your industry and your city before you budget, because those offices, not the Secretary of State, set those charges.

Filing details that trip people up

• Mail is $20 cheaper than online in Minnesota, on almost every filing. State law adds a $20 expedited service surcharge under Minn. Stat. section 5.14 to filings made online or in person. Articles of Organization are $155 online or in person and $135 by mail, and the same $20 gap runs through the foreign certificate, the office and agent change, the assumed name, and both closing filings below. Budget from the channel you will actually use.
• No publication requirement to form. Nothing in section 322C.0201 or on the Articles of Organization form imposes a newspaper step. Publication exists in Minnesota for a different filing, the assumed name in the note below, and the two are easy to confuse. Forming the LLC itself has no publication step.
• Foreign LLCs pay $205, and they do need an agent. An out-of-state LLC registers with a Certificate of Authority to Transact Business in Minnesota for $205 online or in person, or $185 by mail. Unlike a domestic LLC, a foreign LLC must designate a registered agent in Minnesota. On whether a home-state certificate of existence is required, the statute and form do not say; check the current filing instructions before filing. An unregistered foreign LLC may not maintain an action or proceeding in Minnesota, although its contracts stay valid and it can still defend one, and transacting business without a certificate appoints the Secretary of State as its agent for service of process.
• An assumed name costs $50, needs a newspaper, and survives only while you renew it for free. A Certificate of Assumed Name is filed with the Secretary of State, not the county, for $50 online or in person or $30 by mail. After filing, publish the certificate in a qualified legal newspaper in the county where the principal place of business is located, for two successive issues, at the newspaper's own price, and keep the affidavit of publication the newspaper returns. The certificate then lasts only while a $0 annual renewal is filed each year by December 31. It is not a 10 year registration. Our DBA guide covers the details.
• Closing a Minnesota LLC takes two filings at the same price. A Statement of Dissolution and then a Statement of Termination, each $55 online or in person or $35 by mail, for $110 or $70 in total state fees. The first filing alone does not end the company. The full sequence is on the report page.

After your Minnesota LLC is approved

Get the EIN, open the business bank account, and register with the Minnesota Department of Revenue for the tax accounts your activity triggers. Then set one recurring reminder: the Annual Renewal, $0, due December 31 every year beginning the year after formation. Free is not the same as optional, because a missed renewal means administrative termination. Keep the registered office address current as well, and file the change form, $55 online or in person or $35 by mail, whenever the office or an agent changes. If the business will trade under a different name, budget the assumed name filing and its newspaper publication.

The full recurring picture for Minnesota, with fees and due dates, is on the Minnesota annual report and compliance page, and the money view is on the Minnesota LLC cost page.

Minnesota LLC questions