Before you can form a limited liability company (LLC) in Minnesota, you’ll need to appoint an official point of contact so that the state and others can get in touch with your business and deliver legal notices and other important correspondence. That person (or business) is called a registered agent. We’ll tell you below what the registered agent is, their duties, and the requirements to be one.
What is a Minnesota Registered Agent?
A registered agent is an individual or business entity the business designates to receive important legal documents and important state correspondence on behalf of the business.
What does a Registered Agent do in Minnesota?
Section 322C.0113 of the Minnesota Statutes governing LLCs says that all LLCs must have a registered office and may have a registered agent to receive service of process on behalf of the entity. This is necessary because it ensures that the correct people within an LLC are notified in the event of time-sensitive events such as service of process for lawsuits, garnishment notices against employees, tax notices, or notice of annual reports.
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Who can be a Registered Agent in Minnesota?
Minnesota Statute Section 5.36 details who can be a registered agent, as well as where a registered office can be. A registered office:
- Does not have to be the same as the principal place of business in this state or the principal executive office of the entity;
- Must be a physical street address and may not be a PO box or mail box service.
Minnesota law differs from most states in that a business entity formed under the laws of Minnesota may designate a registered agent in its formation document, but does not have to. Only business entities that formed under the laws of another jurisdiction must designate a registered agent when registering to do business in Minnesota. The agent can be:
- A natural person residing in the state;
- A domestic business entity; or
- A foreign (out-of-state) business entity authorized to transact business in the state.
The address of the registered agent and the address of the registered office must be the same.
Should you be your own Minnesota Registered Agent?
Many business owners prefer to use a registered agent service with a registered office, for the following reasons:
- Compliance Reminders – Some registered agent services (like ZenBusiness) provide reminders on upcoming state requirements such as annual report filings. Remembering to file an annual report can be easily overlooked, which can cause your business to fall out of compliance with the state.
- Avoiding Embarrassment – If you serve as your own registered agent and a lawsuit is filed against the business, you could have papers served to you at your office in front of clients. Obviously, that could be bad for business.