Form an LLC in Minnesota.

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Your LLC’s Name

Your new LLC’s name must be distinguishable any other business name either registered or reserved with the Minnesota Secretary of State’s office. The name must include, at the end of the name, the words “Limited Liability Company,” or it must include the abbreviation “LLC.” It may not, however, include the words “corporation” or “incorporated,” or the abbreviations “inc.” or “corp.”

It is also not allowed to include a word or phrase that states or implies that it is organized for some purpose other than a legal business purpose.

You can reserve an available LLC name for up to 12 months for $35.

Articles of Organization

Forming your Minnesota LLC means that you have to file articles of organization. The certificate must be executed (signed) by at least two of the organizers and delivered, along with a copy and the $135 filing fee, to the Business Services Division of the Minnesota Secretary of State’s office. The articles must include:

  • The LLC’s name
  • The name and address of each organizer
  • Whether the LLC will be of a specified limited duration, or perpetual
  • The street address of the LLC’s initial registered office
  • The name of the LLC’s registered agent at the LLC’s registered office
  • Whether the LLC will be member-managed or manager-managed

It can also list other items-even ones that are included in the operating agreement-if the members so desire, as long as they don’t conflict with state law.

An organizer is allowed to be any natural person, or it may be a legal or commercial entity. The organizer is not required to be a member of the LLC, but there must be at least two organizers of some type of at least 18 years of age.

A certificate of organization will be issued and delivered along with the conformed copy to the LLC’s representative. The original articles of organization will in turn be filed with the Secretary of State along with the date of filing.

Registered Agent and Office

A Minnesota LLC must at all times have a designated registered agent in the state-someone to receive official state legal and administrative correspondence on behalf of the LLC. A registered agent in Minnesota may be an individual state resident whose business office or residence is the same as the registered office, or a corporation or LLC having a business office that is the same as the registered office.

The registered office may be-but does not have to be-the LLC’s place of business. However, the registered agent must maintain a registered office that is identical with the business office.

Operating Agreement

The LLC’s second most important document is its operating agreement, which can be changed by the members as set forth by the agreement itself or applicable state law. Having an operating agreement is not legally required by the state, but it’s a vitally important internal document that sets forth how the LLC will run.

The operating agreement needs to list the LLC’s members, how much each one has invested, how any profits will be distributed, and how much relative weight each member has when voting.

The operating agreement may also include requirements for meetings (notice, quorum, voting rules, etc.) and similar functions, but it doesn’t have to. Usually, though, it does include operating constraints and allowances already contained in state law and policy. It also may contain constraints on the members’ authority to change or repeal the operating agreement or a provision thereof. If there is more than one member, the operating agreement must initially be unanimously approved in writing.

Membership in the LLC

A Minnesota LLC must have at least one member, and each member must be a natural person. A member may be admitted to the LLC either when it is formed (by signing the initial operating agreement) or, after the LLC is formed, by complying with the operating agreement. Unless the operating agreement specifies differently, a unanimous vote of all the members is required to admit a new member.

A member can acquire an interest in proportion to their contribution, or in some other manner set forth in the LLC’s operating agreement. Becoming a member usually requires a contribution of cash, property, services rendered to the LLC, or a promissory note or obligation to contribute one of these.

An LLC member can only resign as permitted in the certificate of organization or operating agreement, which usually should specify a minimum membership time before a member may resign.

Ongoing Requirements

Minnesota LLCs must prepare annual financial statements within 180 days after the close of the LLC’s fiscal year. The financial statements must include a balance sheet as of the end of each fiscal year and a fiscal year-end statement of income. Financial statements may be consolidated statements of the LLC and one or more of its subsidiaries.

If audited by a public accountant, each copy must be accompanied by an opinion report of the accountant. In other cases, each copy must be accompanied by a statement of the treasurer or other person in charge of the LLC’s financial records stating with reasonable belief that the financial statements were prepared in accordance with reasonable accounting methods, describing the basis of presentation, and describing any respects in which the financial statements were not prepared on a basis consistent with those prepared for the previous years.

Additionally, each Minnesota LLC has to keep the following records open to inspection at its office:

  • Name and address of each member, governor, and chief manager
  • Name and address of each assignee of financial rights other than a secured party, and a description of the rights assigned
  • A copy of the articles of organization and any amendments
  • Copies of any currently effective written bylaws
  • Copies of the LLC’s federal, state, and local income tax returns for the past three years
  • Financial statements
  • Records of all proceedings of members for the last three years
  • Records of all proceedings of the board of governors for the last three years
  • Reports made to the general membership during the last three years
  • Member control agreements
  • A statement of all contributions
  • An explanation of any restatement of value
  • Any written consents obtained from members
  • A copy of any relevant agreements, contracts, or other arrangements


A Minnesota LLC is dissolved when any one of the following events occurs:

  • When the period specified in the articles for the duration of the LLC expires
  • By a court order
  • By action of the organizers
  • By action of the members
  • Upon the termination of a member, but only if (a) the articles or operating agreement specifically provide that the termination causes dissolution, or (b) if the last or sole member terminates membership and at least one member is not admitted within 180 days
  • A merger occurs in which the LLC is not the surviving organization


An LLC does offer some tax advantages over a corporation, including the availability of more deductions. Additionally, an LLC is not required to be a separate tax entity like a corporation. Instead, it can be a “pass-through” entity so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.

Learn more about forming an LLC in Minnesota

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+ $155 (state fee)

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

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EIN / Tax ID Number Providing an EIN is required to open a
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Personalized Operating Agreement Includes most common provisions to protect members from liability

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everything from
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Expedited Filing Expedited processing speeds the turn- around time for your order.

Customized LLC Kit Personalized slip binder and embossed seal with your company name and date of fomation.

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Commonly Asked Questions For Starting a Minnesota LLC

How is an LLC Taxed?
For federal income tax purposes the profits of an LLC (Limited Liability Company) "pass through" to the personal income of the members/owners. In the case of a single member LLC it is taxed the same as a sole proprietorship (i.e. typically filed on the schedule C of the owner's personal income tax filing). In the case of a multi member member it is taxed the same as a partnership (i.e. a 1065 partnership return is filed with the IRS, with a schedule K-1 being supplied to each partner/member showing the proportional profit/loss allocated to them, with this being filed on the schedule C or E).
NOTE: These are general tax explanations and may not apply to everyone. You should confer with the appropriate accounting/tax specialists to make sure you understand your personal tax liability.
What is the Management Structure of an LLC?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-US Residents allowed to own a Corporation of LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an LLC with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an LLC?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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