Start a Minnesota LLC

1. Name Your Minnesota LLC

Choosing a name for your business is the first step to forming an LLC in Minnesota. It’s a chance to be creative and really pin down what you and your business have to offer. When thinking about how to name your LLC, keep in mind that your name should be unique and descriptive. The best name for your Minnesota LLC should:

• Set your business apart from the competition
• Allow consumers to identify your LLC’s purpose quickly
• Transfer easily to usage on the internet

Minnesota state law governs how LLCs are named. When thinking about and conducting your Minnesota business lookup follow these five guidelines:

• The name must be in English or any other language expressed in English letters or characters.
• The name must end with “LLC” or “Limited Liability Company.”
• The name must be different from the name of each domestic LLC, limited liability partnership, corporation, and limited partnership, and each foreign limited liability company, limited liability partnership, corporation, and limited partnership on file, authorized or registered to do business in Minnesota.
• The name can’t contain the words “corporation,” “incorporated,” or any abbreviations related to those words.
• The name can’t contain a phrase or a word that implies the business is organized for something other than its allowed purpose.

Minnesota LLC Name Search

You’ll need to conduct an online search to see if the name you want to reserve or register is in use. Checking name availability for your new limited liability company is done online through the Secretary of State.

You’ll need to create an online account and sign in to the website to search. Any name conflicts will be listed after you submit the search form.

According to Minnesota law, there are several ways to make one limited liability company name differ from another that’s already on file. For example, you could alter a name by using:

• You can use an abbreviation
• A contraction
• Plural word as a replacement
• Using a Roman numeral
• Use a numeral instead of a word
• Replace a word with a numeral

If you’ve chosen the perfect name but aren’t ready to register your LLC, it’s good to reserve the name. This way, no one else can use it while you’re busy figuring out the rest of your business plan.

Reserve a Business Name with the Minnesota Secretary of State

You’ll need to reserve your business name with the Minnesota Secretary of State. Your Minnesota LLC name reservation is valid for 12 months after the filing date. When the reservation expires, you can renew it for up to another 12 months.

The filing fee for limited liability name reservations by mail is $35. For expedited service in-person and online, the cost is $55. Reserving a name does not count as registering the business; it reserves your right to register an LLC in that name at a later date.

File a DBA in Minnesota

If you’ve already registered your Minnesota LLC under one name but want to do business under another, you’ll need to file an assumed name DBA form. The fee for filing a Certificate of Assumed Name is $50 for expedited service in-person and online filings and $30 by mail.

Your assumed name certificate needs to be renewed every year. It’s free to do so if the assumed name is active and in good standing. However, if the certificate has expired, then you’ll need to pay to reinstate it. It costs $45 for in-person and online filing or $25 for filing by mail. Amendments and cancellations are available, too.

Minnesota law requires that you publish your original Certificate of Assumed Name and any following amendments in a qualified legal newspaper for two consecutive issues. This information must be published in the county that the principal place of business is located. The newspaper will send you an affidavit, or proof of publication, afterward. Be sure to hold onto it so that you can prove you followed the law.

One last thing to consider is your LLC’s trademark or service marks. It can be the name of your LLC or a logo, such as a visual symbol of your business. You can register your trademark with the state so that it’s officially recognized as yours within Minnesota. It’ll cost you $70 if you register in-person at the Secretary of State’s office and $50 if done through the mail.

To register at the federal level, you’ll need to check with the United States Patent and Trademark Office to see if your LLC name or logo is already trademarked.

2. Appoint a Registered Agent in Minnesota

A registered agent is an individual or business that handles all legal correspondence on behalf of your LLC. You aren’t required to appoint a registered agent, but there are many benefits to doing so. You may find it difficult to manage every important filing, legal notice, and government deadline without one.

In Minnesota, your registered agent must be one of the following:

• A person residing in Minnesota
• A Minnesota entity
• A foreign entity authorized to do business in Minnesota

The agent must have a physical registered office address in Minnesota. A P.O. box isn’t acceptable. You can be your own  Minnesota registered agent, but you may not want to be. Taking care of all the legal paperwork can cut into the time you need to run and grow your LLC successfully.

Minnesota LLC Registered Agent Services

That’s where we come in to help ease the burden. A registered agent service like we offer many benefits, including:

• Ensures legal compliance, adds protection, and keeps you organized
• Offers privacy, security, and prompt service
• Always available during business hours to handle things when you otherwise may not be.

To appoint a registered agent in Minnesota, you must include it when you fill out the Articles of Organization form and file it with the Secretary of State.

3. File Minnesota Articles of Organization

The Articles of Organization officially registers an LLC with the government. To start your LLC in Minnesota, you must file the Articles of Organization form with the Secretary of State. You can file as an individual or with a business partner or partners. You’ll need the following information to fill the form:

• The name of LLC
• The registered office address
• The registered agent name
• The organizer’s name, address, and signature
• An email address for official notices
• A contact name and daytime phone number

The fee for filing your Minnesota Articles of Organization is $155 for online filings and expedited services in person. The cost is $135 to file by mail.

How fast can I form my Minnesota LLC? 

If you’re ready to launch and don’t want to wait weeks for your paperwork to get processed, we can help. You can form your LLC in Minnesota in as little as one day with our rush filing services. With our rush filing service, we prioritize your formation paperwork so you can get it filed with the Minnesota Secretary of State within 1-3 business days for just $100 + state fees.

If you choose to mail your Articles of Organization, send it to:

Minnesota Secretary of State – Business Services
Retirement Systems of Minnesota Building
60 Empire Drive, Suite 100
St Paul, MN 55103

Annual LLC Renewal in Minnesota

In addition, all Minnesota LLCs must be renewed every year by the end of December to avoid being shut down by the state. Most states have an “Annual Report” that must be filed every year along with a fee, but instead, Minnesota has this Annual Renewal form. Fortunately, there is no charge for the Annual Renewal. If you need to change the company’s name, registered agent, or office address, you must submit an amendment form and LLC renewal form. The amendment filing will cost $35 by mail and $55 for in-person or online filing.

4. Create an Operating Agreement

An Operating Agreement sets forth the rules for how your LLC and its members are going to work. According to state law, your MN Operating Agreement governs:

• Relations among the LLC members
• Relations between the members and the LLC
• Rights and duties of the managers
• Company activities and conduct
• Conditions for amending the agreement

Minnesota LLC Operating Agreement

It’s not required to file your Operating Agreement with the state, but it’s highly recommended to create and adopt an agreement. Otherwise, under Minnesota law, your LLC will be subject to default provisions that were created to apply to all LLCs without an Operating Agreement.

An Operating Agreement helps prevent conflict and safeguards your business whether or not you file it with your Articles of Organization.

5. Apply for an EIN

An Employer Identification Number (EIN) is a unique number given to your LLC by the federal government. The IRS uses this number to identify your company for tax purposes. Having an EIN helps keep your personal and business finances separate. It also helps protect you from identity theft.

You can apply for an EIN online or let us secure an EIN for you. You’ll also need to apply for a tax ID number from the Minnesota Department of Revenue. To do so online, you’ll need:

• Your federal EIN
• Your legal name and business address
• Your business name (DBA), if applicable
• Your NAICS code
• The names and Social Security numbers of proprietor, officers, and/or partners
• The name and email address of a contact person

Open a business bank account for your MN LLC

After you apply, you’ll receive a seven-digit number to use when it’s time to report and pay state business taxes. Your EIN will be used when filing federal taxes and can also help you open things like a business bank account. We trust you now feel more confident about how to create an LLC in MN.