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What Does an LLC Cost in Minnesota?

Minnesota: $155 to form online or in person, $135 by mail, then $0 a year. The Annual Renewal is free, a default pass-through LLC owes no Minnesota franchise tax, and the state's only real cost traps are the $20 online and in person surcharge hiding inside every fee and the two filings it takes to close.

By the LLCForming research teamFees checked Nov 8, 2026

Year one: what you pay to exist

Year-one cost in Minnesota	Amount
Articles of Organization, Secretary of State	$155 online or in person, $135 by mail
EIN from the IRS	$0
Operating agreement (you write it, not filed)	$0
Registered office (your own Minnesota street address)	$0
Total state cost, year one	$155 online, $135 by mail

That is the complete required state charge to form, and the channel decides the price: online and in person filings carry a $20 expedited service surcharge under Minn. Stat. section 5.14, so mail is the cheaper way to file the same document. Nothing else is owed in year one: no publication, no initial report, and the first Annual Renewal is both free and not due until December 31 of the year after formation. The optionals are priced plainly. A name reservation is $55 online or in person, or $35 by mail, for 12 months. An assumed name is $50 or $30 on the same channel split, plus whatever the qualified legal newspaper charges for two successive issues, a price the state does not set. Using your own Minnesota street address as the registered office costs nothing, and because a registered agent is optional for a domestic LLC, there is no agent charge to add unless you choose to hire a service, which is a market purchase, not a state fee.

Every year after: the cost of staying alive

Recurring cost in Minnesota	Amount
Annual Renewal, due December 31	$0
Franchise tax on a default pass-through LLC	$0. Minnesota does not impose one
Pass-through entity (PTE) tax	Elective and income based, at 9.85%; excluded from the flat total
Partnership minimum fee	Applies only to large Minnesota partnerships; see below
Typical recurring total	$0

A recurring total of $0 comes with a real duty attached. The Annual Renewal is mandatory every year, and an LLC that skips it is administratively terminated under section 322C.0705. Bringing it back costs $85 online or in person, or $65 by mail: a $25 statutory reinstatement fee under section 322C.0706, plus a $40 late penalty under section 5.60, plus, online or in person, the $20 expedited surcharge. Older pages quoting $25 or $45 for reinstatement predate the late penalty and understate what is actually due. Budget $0 a year, and spend the attention you save on the December 31 date.

What drives the Minnesota total, year one vs. later

Minnesota's year one is a single filing fee, and the only choice inside it is the channel: $155 online or in person, $135 by mail, because the $20 expedited service surcharge follows the filing method rather than the document. Later years cost $0 in state charges, and they stay there, because the Annual Renewal is free by statute and Minnesota imposes no separate annual or biennial report fee and no franchise tax on a default pass-through LLC. So the Minnesota total is driven by behavior, not by revenue. Miss the free renewal and the year costs $85 or $65 to reinstate. Close the company and the state charges twice, once for the Statement of Dissolution and once for the Statement of Termination. Elect the pass-through entity tax, or grow into a large Minnesota partnership for minimum fee purposes, and income based charges appear, but both are elections or scale tests, explained below and kept out of the flat total.

The Minnesota fees around the formation

Every Minnesota filing in the Secretary of State's schedule carries the same two prices, because the $20 expedited service surcharge under section 5.14 applies to online and in person filings across the board. These are the lines a Minnesota LLC is most likely to meet:

Minnesota filing	Online or in person	By mail
Name reservation (12 months, renewable)	$55	$35
Certificate of Authority (foreign LLC registering)	$205	$185
Change of registered office or registered agent	$55	$35
Certificate of Assumed Name (plus the newspaper's publication charge)	$50	$30
Statement of Dissolution	$55	$35
Statement of Termination	$55	$35
Reinstatement after administrative termination	$85	$65
Annual Renewal, and assumed name annual renewal	$0	$0

The two Minnesota taxes that are not in the flat total

The pass-through entity (PTE) tax is an election, not a charge. A qualifying LLC may elect to pay Minnesota income tax at the entity level on behalf of its owners, at 9.85% of the income computed under the Department of Revenue's Schedule PTE-RP. The election must be made by qualifying owners collectively holding more than 50% of the ownership interests held by qualifying owners, on or before the due date or extended due date of the PTE return, and late elections are not accepted. Because it is elective and income based, it is excluded from the totals on this page.

The partnership minimum fee under Minn. Stat. section 290.0922 is a scale test, not a flat charge. It applies to partnerships required to file, a category that includes an LLC taxed as a partnership, and it is computed from the sum of Minnesota property, payroll, and sales or receipts. Below the threshold the fee is $0. One caution before relying on any figure elsewhere: the statute and the current form instructions state different thresholds, so this page prints no threshold number. If your Minnesota property, payroll, and receipts are large, check the current year Form M3 instructions from the Department of Revenue rather than a guide, this one included.

Run your own version, with an optional registered agent added, in the LLC cost calculator. Every state's year-one and recurring totals sit in one table on the national cost hub, and if a service would act as your agent, the registered agent price tracker follows what that costs at each tracked provider. If you would rather a service handled the filing, the services comparison prices that honestly, renewals included.