How Much Does Starting an LLC in Minnesota Cost?
Legal business registration — and keeping your business in good standing — involves necessary expenses and investment. Some of these costs are payable to the MN Secretary of State, while others are due to additional state entities or the federal government. Here are some common requirements and fees.
Please note that Minnesota business license and permit fees may be due when you first form your business, on an ongoing schedule or on an ad hoc basis. Find more details below.
Initial Minnesota LLC Filing Fee
When you register a business in Minnesota, you’ll need to file as an LLC with the MN Secretary of State and pay a filing fee. Here are the current Minnesota LLC fees and filing times:
When you use Incfile to create an LLC in Minnesota, we charge you the state filing fee and forward it to the MN Secretary of State when we file your formation paperwork.
Employer Identification Number
Every LLC in the U.S. should obtain a unique EIN (Employer Identification Number) from the Internal Revenue Service. You'll use it when you open a business bank account, file taxes and pay employees. You can get one directly from the IRS, or Incfile can get one for you.
If you want to do business in a state other than the one where your business is based, you must create a Foreign LLC.
Minnesota Foreign LLC Registration
Before you can bring an arm of your business from another state into Minnesota, you must request Minnesota Foreign Qualification. The state will then give you permission to conduct business there by issuing a Certificate of Authority in Minnesota.
To request registration of a Foreign LLC in Minnesota, you must complete the Certificate of Authority to Transact Business in Minnesota form and pay a $205 filing fee.
The state may have additional registration requirements, so contact the MN Secretary of State directly for more information and to ensure you're in compliance with state law.
Foreign Qualification to Operate in Another State
If you plan to expand your Minnesota LLC into another state, you’ll first need Foreign Qualification or a Certificate of Authority from that state. This is necessary before you can create a physical presence, hire employees, or bank in that state.
You'll likely have to complete at least one application and pay a filing fee, but each state has its own requirements. Before you start the process, compare state filing times and state filing fees so you can plan accordingly.
Above all, contact the state government entity that administers business (usually the Secretary of State) to confirm their requirements and for specific instructions.
If you need assistance, Incfile provides a complete Foreign Qualification service for all states.
Minnesota Annual Report Requirements
Most states — including Minnesota — require businesses to file an annual (or other periodic) report with the Secretary of State. There is no cost to file your annual report in Minnesota.
Minnesota Business License and Permit Requirements
Before you start doing business, you must secure the necessary state, federal or local business licenses and permits to operate your LLC. Some of the fees will only need to be paid once, while others may be ongoing charges.
Permits and licenses vary based on:
You're not legally required to have an LLC Operating Agreement in Minnesota.
This document covers how your business will be run, how managers and members will be chosen, rights and duties of members and several other key areas.
Creating a Minnesota LLC Operating Agreement can be extremely helpful in making sure you’re organized and prepared for any future events that may affect your business.
You can make changes to the template based on your unique requirements.
Other Minnesota LLC Fees and Requirements
You may need to pay and meet several other fees and requirements during the life of your LLC. These ad hoc fees will only be payable in specific circumstances, as listed below.
Changing the Registered Agent
Your LLC must have a Minnesota Registered Agent , which you need to appoint when you file your Articles of Organization. You can also switch to a new Registered Agent later by filing a form and paying a $55 fee for expedited in-person and online filings, or $35 if filing by mail.
Reserving a Name for Your LLC
If you're not ready to start your business right away, you can reserve a name for 12 months with the MN Secretary of State by filing a form and paying a fee of $55. First, perform a Minnesota business search and learn the state's business naming rules to ensure the name you choose meets the state's legal requirements.
Amending Facts About Your LLC
Your business formation documents state certain facts about your business at the time it's formed. Over time, some or all of this information may change. If it does, you'll need to file Articles of Amendment and pay a fee of $55 for expedited in-person and online filings, or $35 if submitted by mail. You can do this yourself or Incfile can do it for you.
You may want to file Articles of Amendment when you:
- Add, remove or change an LLC member or manager
- Change your LLC's business address
- Alter the stated purpose and activities of your LLC
- Change your LLC's name
Getting a Certificate of Good Standing in Minnesota
Some organizations may request that you prove your LLC’s compliance with laws and tax requirements. If you need to prove you have met your commitments, you’ll need to request a Certificate of Good Standing from the MN Secretary of State. You can do this via the state's online portal for a fee of $15 online, or $5 by mail or in person.
The information listed above details many of the fees a standard LLC will be required to pay in Minnesota. In some circumstances, there may be other one-off, periodic or ad hoc fees not listed above.
Of course, your LLC will also probably need to pay self-employment, payroll, federal, state and other taxes. More information about taxes can be found on the Minnesota Business Taxes page.