Minnesota LLC Annual Renewal: $0, Due December 31, and Not Optional
Every Minnesota LLC files an Annual Renewal with the Secretary of State by December 31, beginning the year after formation, and it costs $0. The catch is the consequence: skip the free filing and the state administratively terminates the LLC.
The Annual Renewal, in one table
| Item | Minnesota rule |
|---|---|
| Who files | Domestic LLCs and foreign LLCs registered in Minnesota, under Minn. Stat. section 322C.0208. |
| When | By December 31 of each calendar year, beginning in the calendar year following the year the LLC filed its articles. |
| Fee | $0. Section 322C.0208 states that no fee is required to file an annual renewal, and the Secretary of State's fee schedule prices it at $0 by mail, online, and in person. |
| Where | With the Secretary of State, through the Minnesota Business and Lien System or on paper. |
| What it is not | There is no separate Minnesota annual report for LLCs and no separate report fee. The statute's heading calls the section an annual report for the Secretary of State, but the filing itself is the Annual Renewal. |
Note what the renewal asks for: the items required by section 5.34, the basic record information that keeps the public file current. It is a records filing, not a tax return, and Minnesota collects nothing with it. The only way this $0 filing becomes expensive is by not happening.
What happens if you do not file
Under section 322C.0705, a domestic LLC that has not filed a renewal is administratively terminated, and the Secretary of State issues a certificate of administrative termination. A foreign LLC that misses its renewal has its authority to do business in Minnesota revoked instead. The Secretary of State's renewal guidance puts it bluntly: failure to file means the entity will be statutorily dissolved. Termination is not a fine you can pay and forget. It is the loss of the active entity record your bank accounts, contracts, and liability shield hang from, and it happens over a filing that cost nothing.
Reinstatement: $65 by mail, $85 online or in person
An administratively terminated LLC can retroactively reinstate its existence by filing a single annual renewal and paying the reinstatement amount, and a foreign LLC can restore its authority the same way. The amount actually due is built from three pieces: a $25 fee under section 322C.0706, a $40 late penalty under section 5.60, and, for online or in person filings, the $20 expedited service surcharge under section 5.14. That is $65 by mail and $85 online or in person, which is exactly what the current fee schedule lists. Older pages citing $25 by mail or $45 online predate the late penalty and understate the bill. Reinstatement under section 322C.0706 relates back: it returns a domestic LLC to active status as of the date of termination, validates contracts and acts taken in the meantime, and restores assets and rights. The statute states no time limit for reinstating, but the fee schedule carries one practical limit: an entity that has been inactive for over six years cannot be reinstated online.
The other standing duty: the registered office
Minnesota's second ongoing record duty is the registered office. Under sections 322C.0113 and 5.36, an LLC must continuously maintain a registered office in Minnesota, while a registered agent remains optional for a domestic LLC and mandatory for a foreign one. Keeping that record current is a filing, not a renewal item: a Notice of Change of Registered Office or Registered Agent costs $55 online or in person, or $35 by mail. If the LLC has no agent and the Secretary of State has to stand in as agent for service of process under section 322C.0116, the public record, not your own inbox, is where legal papers land first.
Closing a Minnesota LLC on purpose takes two filings
Ending the LLC deliberately is a sequence, not a lapse. Dissolution starts with an event listed in section 322C.0701, such as an event in the operating agreement, the consent of all members, or a court order. The dissolved LLC then winds up under section 322C.0702: it discharges debts, settles and closes its business, and distributes its assets. The Secretary of State's forms page is explicit that the first closing document does not end the company: a Statement of Dissolution may be filed, $55 online or in person or $35 by mail, and a separate Statement of Termination, at the same $55 or $35, is then required to terminate the LLC. Budget $110 or $70 in total state fees to close. No tax clearance certificate appears on the Statement of Termination form, and section 322C.0702 sets no clearance condition on the filing; closing the LLC's Department of Revenue tax accounts through e-Services is a separate step from the Secretary of State termination, not a precondition to it. Our dissolution guide covers the wind up order.
Sources, checked Nov 8, 2026
Minnesota Secretary of State: Business Filing and Certification Fee Schedule (Articles of Organization at $155 online or in person and $135 by mail, Annual Renewal at $0, reinstatement at $85 and $65, Certificate of Authority at $205 and $185), the Articles of Organization, Certificate of Authority, Certificate of Assumed Name, and Statement of Termination forms, and the Minnesota LLC forms and renewal pages, at sos.mn.gov. Minnesota Statutes sections 5.14, 5.36, 5.60, 322C.0108, 322C.0113, 322C.0201, 322C.0208, 322C.0705, 322C.0706, 322C.0802, 333.055, and 290.0922, Office of the Revisor of Statutes, at revisor.mn.gov. Minnesota Department of Revenue: Pass-Through Entity (PTE) Tax page and Schedule PTE-RP, at revenue.state.mn.us.
General Information Only
LLCForming publishes general information about forming and running an LLC. It is not legal, tax, or accounting advice, and it does not create an attorney or advisor relationship. Rules vary by state and by your situation. For a decision that matters, talk to a licensed attorney or tax professional in your state.