Minnesota Articles of Organization

Discover the importance of Minnesota LLC Articles of Organization, the vital document for formally establishing your business in the state.

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Opening a new limited liability company (LLC) in Minnesota is exciting but time-consuming. You must take specific steps, like filing Articles of Organization with the Minnesota Secretary of State (SOS), to turn your LLC into an official business entity. Filing your LLC Articles of Organization assures that the state has all the information it needs for your business to be legally compliant. 

Unfortunately, filling out and filing paperwork is the least exciting part of starting your LLC. But using our Minnesota LLC Formation Service, you can get it done quickly. We can file your Articles of Organization for you, helping to ensure that everything is wrapped up swiftly and efficiently so you can be on your way.

How to file your Minnesota Articles of Organization

Step 1: Submit your LLC’s official name 

When naming your new business, Minnesota law provides specific naming rules you must follow. For instance, your new business name needs to differ by at least one letter or numeral from the other Minnesota business names already on file. To check to see if your business name is available in Minnesota, you can use Minnesota’s directions for How To Check Business Name Availability.

Another thing to consider before naming your new business is the type of business structure you intend to set up. Rules for names vary depending on your business type. Visit the Minnesota SOS’s comprehensive Types of Minnesota Businesses page to help you decide which setup is best for you.

Step 2: Provide the name and address of your registered agent

Minnesota requires every LLC and corporation to have a registered agent. A Minnesota registered agent is an individual or business entity that acts as the point of contact for your business regarding all communications with the State of Minnesota, such as the Minnesota Annual Report and Certificate of Good Standing. A registered agent also receives all service of process for the business in any lawsuit. 

Any owner or employee of the LLC or any other individual can be its registered agent if they are over 18 and have a Minnesota street address. However, your registered agent needs to be available to receive documents during regular business hours. For this reason, many businesses prefer to use a professional service. We can help connect you with a Minnesota registered agent using our Registered Agent Service.

Step 3: Duration of your LLC

Your Articles of Organization form states that the “period of duration for this limited liability company is perpetual.” This means that your LLC’s Articles of Organization will be your legally compliant document of record until you take measures to amend or dissolve your LLC. If you no longer wish to keep up your LLC, you may visit the Office of the Secretary of State’s Business and Liens site to find the proper forms for dissolution.

Step 4: Identify your organizers

One or more persons may form a Minnesota LLC under Chapter 322C by filing Articles of Organization. When you fill out your LLC’s Minnesota Articles of Organization form you will need to provide the names, addresses, phone numbers, and official signature for each organizer and an email where the state can send official notices.  

Where to file your Minnesota Articles of Organization

Before filling out your Articles of Organization, make sure you have the following information ready to go:

  • Your LLC’s name
  • Your NICS Code (which can be found on the Articles of Organization form)
  • The name of your LLC’s registered agent
  • Your registered agent’s address
  • The LLC organizers’ names and addresses
  • An email address for official notices
  • The name and phone number for a person the state can contact regarding questions about your Articles of Organization form

After you’ve compiled all the information you’ll need, filled out the Articles of Organization form, and attached all statements and fees, send everything to Business Services, First National Bank Building, 332 Minnesota Street, Suite N201, St. Paul, MN 55101, along with the appropriate filing fee.

You may also fill out and file your Articles of Organization online at www.sos.state.mn.us.

What are the next steps?

After filing your Minnesota Articles of Organization for your LLC, remember to take the following steps to ensure you’ve set up your business correctly. 

Create an Operating Agreement

It’s always a good idea for you and your other LLC members to draft and sign a limited liability company agreement. In many states, this is often called an Operating Agreement. Your Operating Agreement is intended to provide clear rules about the relationships between company members and between the company itself and its members, such as member voting rights and how profits are shared and distributed. If you’re unsure how to write up a solid LLC Operating Agreement, you can use our Operating Agreement Template for guidance. 

Apply for an EIN

The IRS will assign your LLC an EIN, an identification number your company uses on federal tax returns. Multiple-member LLCs must have an EIN. Single-member LLCs without employees aren’t required to apply for an EIN.

Even if your company doesn’t employ workers, it’s often a good idea for a single-member LLC to have an EIN. An EIN protects your sensitive, personal information like your Social Security Number. It’s also helpful to use when filing your LLC’s federal tax returns and opening insurance and business bank accounts.

Don’t have an EIN yet? Let us secure one for you. Our Employer ID Number Service can save you valuable time while you focus on the many tasks involved with starting your business. 

We can help!

It takes time to set up a new business, and enlisting help is a great way to get it off the ground faster. Our varied business formation and maintenance services can make starting and running your enterprise easier, allowing you more time to build your company into a thriving success!

We can help you keep track of your invoices, expenses, and income with our ZenBusiness Money Service. We can also help keep your business legally compliant with our Worry-Free Compliance Service, so you worry less and prosper more.

Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.

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Written by Team ZenBusiness

Minnesota Articles of Organization FAQs

  • To amend your articles of organization, submit the Amendment to Articles of Incorporation to the Minnesota SOS. The amendment must specify what was adopted and which articles are being amended or added. The corporation must be in good standing to file an amendment to Articles of Incorporation.

  • If you need to file articles of dissolution in Minnesota, use the Statement of Dissolution form. However, the Statement of Dissolution doesn’t dissolve a limited liability company. To file this form, the organization must have already been dissolved by an event listed in Minnesota Statutes 322C.0701. A separate Statement of Termination form under Minnesota Chapter Statutes 322C.0702 is then required.

  • Aside from your Articles of Incorporation, Minnesota requires that you fill out several general business filing forms to get started. Visit the Minnesota Secretary of State’s Business and Lien Business Filings page to find and read more about the correct documents to fill out to create a corporation.

  • No. Minnesota doesn’t require an Operating Agreement. However, a well-written Operating Agreement can specify roles and relationships between the LLC’s owners. Knowing that your company’s terms and organizational affairs have been recorded is also be helpful if a conflict arises.

  • Minnesota doesn’t require you to retain a lawyer before forming an LLC. But if you have questions or would like guidance both at the outset and as your build your business, an attorney can be a great ally along the way.

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