There are a few different options when it comes to forming a business in Minnesota. From a legal perspective, there are three main types of Minnesota for-profit business entities: LLCs, S Corporations or C Corporations. For most entrepreneurs, we believe an LLC provides the right mix of liability protection and ease of administration.
In order to create an LLC in the state of Minnesota, there are a few minimum requirements you must meet. These are a completed set of Articles of Organization, a business name and a fee you pay to the Minnesota Secretary of State. We recommend taking some other steps before officially forming your LLC:
- Research your target market to make sure there’s a demand for the products and services you provide.
- Read industry guides to give you a starting point in your niche.
- Create a comprehensive business plan that defines the most important aspects of your Minnesota business.
- Write an Operating Agreement that covers how you will run your LLC.
After you’ve formed your Minnesota LLC, you will also need to review your business license requirements, understand ongoing filing needs, set up a separate business bank account and get an accountant.
In Minnesota, you register a business by completing and filing your Articles of Organization with the Minnesota Secretary of State. You will need to gather information about your business, fill out the form and send it to the Secretary of State with your filing fee. This will officially create your LLC in Minnesota.
You can file your Articles of Organization via the Secretary of State business portal or mail it in. Alternatively, Incfile can guide you through every step of the process by getting details from you and filing the form on your behalf — for free! There’s no additional charge for our basic LLC filing service, so all you need to do is pay the Minnesota state filing fee.
At the time of writing the fee charged by the Minnesota Secretary of State is $155 for in-person and online filings or $135 if filed by mail. You can always check the latest Minnesota filing fees here. By filing in-person or online, your documents are automatically considered as an expedited filing which will create your LLC faster. Some LLC filing services do charge you extra to prepare and submit your filing documents, but at Incfile, we do this for free — so you only pay the state fee.
Once you’ve gathered all of your information together and filed your Articles of Organization (or had Incfile do it for you), it can take up to 15 days (if filed by mail) for the Minnesota Secretary of State to legally create your LLC. If you pay an additional $20 expedited fee, and file in-person or online, your LLC can be formed either the same day or in as little as 3 to 5 business days.
There are a few ways to register your Minnesota LLC name.
- If you’re starting a new business and your business name is unique in Minnesota and meets state naming rules, you simply include it in your Articles of Organization.
- If you want to change the legal name of your business, file an Amendment to Articles with the Secretary of State.
- If you just want to do business under a different name, you'll need to file a Certificate of Assumed Name with the Minnesota Secretary of State, or we can do that on your behalf.
If you want to prevent people from using your business name across the U.S., you can file a trademark for the name. We can help.
In many other states, the legal documents that you file to officially form a corporation or LLC might be known as Articles of Incorporation. In Minnesota, this document is called your Articles of Organization, and it performs the same functions as the Articles of Incorporation.
No, the State of Minnesota does not currently permit forming a Series LLC within the state. A Series LLC is a special type of LLC where you create one “overall” business and then have individual, series LLCs within it, each counted as separate legal entities.
If you want to change your Minnesota Registered Agent you can do so at any time by filing a Notice of Change with the Secretary of State. Here at Incfile, we provide a free Minnesota Registered Agent service for the first year if you file through us. If you’ve been using a different Registered Agent and want to switch to us, we’ll file the Notice of Change on your behalf.
If you need to know the Registered Agent of a specific Minnesota business, you can perform a Minnesota Registered Agent search within the state's business database.
As an LLC, any business profits you earn will be reported on your personal 1040 filing and reported and taxed as “pass-through” income. You will typically need to pay:
- Self-employment or payroll tax on all business profits
- Federal income tax on profits after you meet your tax-free allowance
- Sales tax for selling taxable products and services
Minnesota charges a 6.875 percent state sales and use tax on all retail sales, leases and rentals of most goods. You will also need to pay sales tax if you provide a taxable service. You can find a full list of taxable services and general sales and use tax information here.
ou will need to register for a Minnesota Tax ID Number with the Minnesota Department of Revenue. You can complete this process online by using the MN Department of Revenue e-Services.
The base rate for Minnesota sales tax is 6.875 percent, and there may be additional sales tax depending on your region, county or city. Once you know your overall sales tax amount, calculate the value of all your taxable products and services. Then, multiply that by your sales tax rate to understand how much you will need to pay.
Once your LLC’s sales tax registration is complete, you will receive a letter with instructions on how often you must file a sales tax return and pay sales taxes. Returns and payments may be due monthly, quarterly or annually.
Some businesses will need to pay a corporate franchise tax in Minnesota, however it does not apply to LLCs unless your LLC is treated as a C Corporation for tax purposes.
Some businesses will need business licenses to operate within Minnesota. The types of business licenses you need will vary depending on your type of business, industry, location and various other factors. We can research the types of business licenses you might need for you.