How to File a Minnesota LLC or Corporation Amendment

When it comes to keeping your Minnesota limited liability company (LLC) or corporation running smoothly, compliance is key. If you make changes to the information found in your LLC’s Articles of Organization or your corporation’s Articles of Incorporation, these changes must be updated with the state. Below, we explain how to amend your Minnesota corporation or LLC’s founding document by filing an Amendment to Articles of Incorporation or Amendment to Articles of Organization, when you need to do so, and how we can help.

Amending a Minnesota LLC Articles of Organization

If you need to make changes to a Minnesota LLC, we’ll show you how in this section. But if you need to make changes to a Minnesota corporation, keep scrolling to the section titled “Amending a Minnesota Corporation Articles of Incorporation.”

Step 1: Determine if you need to amend your Articles of Organization

In Minnesota, your LLC can’t become an official business until you file Articles of Organization with the state. In your Articles of Organization, you have to include:

• The name of the LLC 
• The initial registered office’s street address
• The name of the registered agent
• The name and address of each LLC organizer
• Additional provisions, if desired

Generally speaking, if you need to make changes to any of this information, you’ll need to file an amendment to your Articles of Organization.

Step 2: Identify and gather the information you need to amend

In Minnesota, the Amendment to Articles of Organization is the form that you’ll need to file to make changes to your LLC. You can use this form to make a variety of changes, including your business name, provisions you added, and more.

But before you begin the paperwork process, it’s helpful to gather the information you’ll need to file your form. When filing an Amendment to Articles of Organization, you need to include the following:

• The LLC’s name 
• A statement regarding how the amendment changes the most recent version of the Articles of Organization
• A statement that the LLC properly adopted the amendment
• The signature of an authorized party
• A name and phone number of someone the Secretary of State can contact about your filing
• An email address where your LLC can receive official notices

So, as an example, if you’re going to be changing your business name, you’ll need to check that you’ve got the proper spelling for the new name and the designator you’re going to use.

Gathering this information before you file can help streamline the process.

Why should I update my Articles of Organization?

Keeping your business compliant with state business regulations helps it maintain its entitlement to all of its legal benefits. When you file your entity as a legal LLC in Minnesota, all information included in your filing becomes public knowledge. If your information changes but you don’t update it, the public may not have accurate contact information. Any changes in your registered agent should be reported as well since they are responsible for receiving service of process and other important communications on behalf of your business.

Are there penalties if I don’t?

Failing to update the information in your Articles of Organization can cause your LLC extensive damage. If you don’t alert the state about certain changes, you might not be able to receive a Minnesota Certificate of Good Standing. The state and the public use Certificates of Good Standing to determine whether to give you their business, invest their money, or allow you to make additional business changes. Without a Certificate of Good Standing, you could be barred from receiving financing or benefits needed for business growth. 

If you neglect to notify the state about changes to your registered office or registered agent, you run the risk of not receiving important legal documents and notices from the state. Missing one of these documents or notices could mean you miss an important deadline. If you’re still seeking a registered agent for your LLC, you can rely on our Minnesota registered agent service to locate a registered agent who fulfills your needs.

It’s important to think of your Articles of Organization as a living document. In many cases, your Articles of Organization need to change as your LLC changes.

Step 3: File your amendment with the Minnesota Secretary of State

Now, it’s time to file your amendment paperwork. In Minnesota, you can file this form online, by mail, or in person. Either way you file, you’ll need to fill in the form with the information you gathered in Step 2.

At the time of this writing, there’s a $35 fee for mailed filings and a $55 fee for filings submitted online or in person. Once your filing is processed, your amendment will go into effect.

Amending a Minnesota Corporation Articles of Incorporation

Need to make changes to your Minnesota corporation? We’ll show you how in this section.

Step 1: Determine if you need to amend your Articles of Incorporation

In Minnesota, the Articles of Incorporation is the form that officially creates your corporation; until you file this form, your corporation won’t technically exist. This form asks for a variety of information about your business, including:

• The name of the business
• Nature or purpose of business
• The effective date of the organization
• The name and address of the registered agent
• Organization’s principal location
• Organization’s duration
• Information for directors and shareholders
• Date of effective filing
• An authorized representative’s signature
• Other provisions you want to include

Generally, if you need to make changes to this information, you’ll need to file an amendment.

Step 2: Identify and gather the information you need to amend

Minnesota corporations need to file the Amendment to Articles of Incorporation form to make changes. You can make a variety of changes, including your business name, the breakdown of your company shares, and more. But before you start the paperwork step, it’s helpful to gather the information you’re going to need to file.

To complete the amendment, you’ll need:

• Your business file number
• Corporation name
• Effective date for filing
• Email address, name, and phone number for official communication
• Signature of an authorized party

And, of course, you’ll need the information for the changes you’re going to be making. For example, if you’re going to be changing your share structure, you’ll need to check what number you had before, your new number, and the classes and par values of the new shares. Gathering all this information now can help streamline your filing process.

Step 3: File your amendment with the Secretary of State

Next, it’s time to file your paperwork. Minnesota lets corporations file online, by mail, or in person. If you’d like to file online, you can log into the Minnesota Secretary of State portal and submit your amendment there. If you want to file using a paper form, you’ll download the Amendment to Articles of Incorporation form from the Secretary of State’s website. Either way, you’ll need to fill out the form with the information you gathered in Step 2.

At the time of this writing, there’s a $35 fee for mail order filings and a $55 fee for online or in-person ones. Once your filing is processed, your filing will go into effect.

Minnesota Amendment vs. Restatement to Articles of Organization/Articles of Incorporation

If you want to streamline your process, you also have the option of filing a Restatement to Articles of Organization or a Restatement to Articles of Incorporation. A restatement incorporates your original articles and all subsequent amendments into a single document. In your Restatement, you will include: 

• A heading or introduction
• The company’s name
• The changes to make to the most recent version of the Articles of Organization or Articles of Incorporation

You can contact the Secretary of State regarding fees and filing options. 

Minnesota Amendment vs. Articles of Correction

Sometimes your business just needs to clean up a mistake. The best of us make mistakes, and Minnesota allows you to correct mistakes in your business filings with Articles of Correction. You file Articles of Correction when:

• Your filings contain inaccurate information.
• Your filings weren’t properly signed, sealed, acknowledged, or verified.

If you filed your documents under the wrong business’s account, you can refile your documents under the correct business within 60 days. 

Articles of Correction must include:

• The name of the person who filed the document that needs correction
• A description and filing date for the document that needs correction
• A description of the defect or error
• The corrected version of the defective or incorrect provision

The person who signed the original document or an agent of the original signer has to sign the Articles of Correction. You can file the Articles of Correction by mail or in person, and you can find the filing fee on the Secretary of State’s website.

We can help keep your Minnesota business compliant

You know that part of running an efficient business is using your time wisely. Our Worry-Free Compliance service and amendment filing service can give you back time by making the business amendment process effortless. Our Worry-Free Compliance service not only helps you keep track of your needs but also helps you with an effective game plan to get back in good standing if you fail to properly notify the state about changes. Our amendment filing service helps you prepare and submit amendments. Let us help out with your compliance obligations so you can focus on running your business.