Minnesota LLC Form, Filing and Permit Requirements

If you want to form an LLC in Minnesota, there are certain forms, requirements and legalities you need to get in place. Below you will find a rundown of what you’ll need to do, together with details on each form required for your Minnesota LLC.

Some of these forms you only need to submit once, while others must be filed on a regular basis. You will need to set reminders in your calendar to file forms regularly if you're filing yourself. At Incfile, we provide an optional, paid renewal service that can take care of renewals for you when you instruct us to do so.

Articles of Organization

The Articles of Organization is the formal document filed with the Minnesota Secretary of State to create your LLC. It states certain information about your business. Once the document is filed with the Secretary of State, it legally creates your business as an LLC in Minnesota. Here’s what’s typically included:

• Your business name and address
• Details of your Registered Agent

Here at Incfile, we automatically create and file your Articles of Organization on your behalf when you start your business with us. You only need to file your certificate once. There is a fee levied by the Secretary of State of Minnesota to cover your filing.

Professional LLCs

In Minnesota, certain professions can form “Professional LLCs.” These are companies providing defined professional services, and they typically need to be specially licensed. In Minnesota, businesses engaged in the following activities are considered professional service organizations, and must be properly licensed and regulated:

• Accounting
• Architecture
• Certified Interior Design
• Chiropractic
• Dentistry & Dental Hygiene
• Engineering
• Geoscience
• Landscape Architecture
• Law
• Marriage & Family Therapy
• Medicine & Surgery
• Optometry
• Pharmacy
• Physician Assistant
• Podiatry
• Professional Counseling
• Psychology
• Registered Nursing
• Social Work
• Surveying
• Veterinary Medicine

Business Licenses for Your Minnesota LLC

Depending on the type of Minnesota business you’re running, you will need to obtain various business licenses and permits. These are not required to form your LLC, but it’s important to know which permits and licenses are required for your business to operate in compliance in your jurisdiction.

Incfile provides a complete Business License Research Package that will tell you all of the licenses and permits necessary for your new professional LLC.

A Business Permit or License From Your City

Various cities in Minnesota have slightly different rules and fees for permits and licenses. Check with your local Minnesota city administration to see what their rules are. You will need a separate permit or license for each city your Minnesota LLC operates in. You can find details of local business licenses from your Secretary of State.

Additional Business Permits and Licenses

Depending on the type of business you are running, you may need to get additional permits and licenses from the city, county or state. You can get an idea of the types of permits and licenses you might need from the State of Minnesota website.

The federal government may also require you to get certain licenses or permits, and the SBA has a comprehensive list of Minnesota license permits. The frequency of how often you need to file permits varies depending on the permit type.

Federal Licenses and Permits

Depending on the type of Minnesota business you are running, you may need to get licenses and permits from the federal government and various national agencies. You can find a complete list on the U.S. Small Business Administration website.

Incfile Business License Research Package

You will need to pay licensing and permit fees on a regular basis depending on the type of business you are operating and where you are located. These vary from city to city and industry to industry, so if you don’t want to do the legwork yourself, we provide a complete Business License Research Package that will tell you all of the licenses and permits necessary for your new LLC. It includes:

• A comprehensive package of all the licenses, permits and tax registrations required for your business
• The application forms to file with the appropriate licensing authorities
• Your customized Business License Research Package will be emailed to you within two days of your company being filed by the state

Remember that operating your business without the required licenses can expose you to risks and fines from state and local governments.

Minnesota Tax Registration

You will need to file for various types of tax registration including sales and use tax, re-employment tax and other types of tax. You can find full details on the Minnesota Department of Revenue website and in the next section.

Operating Agreement for Your Minnesota LLC

Setting up an LLC is easy, but actively managing one can be more complex. An Operating Agreement defines how your business works and ensures all the founders, owners, members or managers have a common understanding. An Operating Agreement normally covers:

• Legal standing: Declares the legal standing of your LLC being formed in Minnesota, including dates, formation details and other important legal information.
• LLC ownership: States how ownership of the business is split between members. This influences how the business is run, voting rights and several other areas.
• Ownership percentages: Defines the amount each member has invested and the percentage of ownership of each Minnesota LLC member.
• LLC management type: States whether your LLC will be managed by managers (people the owners appoint) or its members (owners).
• Management relationships: Declares the relationship between the members and the managers of your Minnesota LLC, including the roles, rights and responsibilities of each.
• Voting powers and decision authority: States how high-level decisions will be presented, discussed and acted on, including the voting rights of each LLC member.
• LLC rules: Defines the rules, procedures and policies to follow for adding, removing, amending and making other changes to members and managers. This includes moving ownership between members.
• Profit and loss allocation: How profits or losses will be split and allocated among Minnesota LLC members.

You are not required by Minnesota state or federal law to have an Operating Agreement for your LLC, but we recommend one for several reasons. An Operating Agreement:

• Strengthens your legal standing as an LLC and adds credibility for your organization
• Clearly states how your business will operate, so there’s no confusion or ambiguity
• Reduces misunderstandings and disagreements between LLC members, which is important for a harmonious business
• Allows you to create your own rules for your LLC, rather than being subject to the default Minnesota state rules for an LLC
• Reduces the need for every member of an LLC to approve and sign off on every decision

Your Operating Agreement only needs to be created once, but it will need to be updated if significant changes are necessary.

Annual Report for your Minnesota LLC

You must file an Annual Report with the Minnesota Secretary of State on an annual basis. If you do not file your annual report each year, you will be charged a late fee and your LLC may be dissolved. Here at Incfile, we can file your Annual Report on your behalf. Filing your annual report in Minnesota does not incur a fee.

As you can see, there are several forms and permits you need to conduct business, both initially and on an annual basis.

Certificate of Good Standing for Your Minnesota LLC

You may need a “Certificate of Good Standing” for certain business-related services like opening a bank account. You can order one from us, and we will also send you courtesy emails when your compliance due date nears.

Ready to Start Your Minnesota LLC?

Incfile provides a cost-effective service to help you create your Minnesota LLC. We guide you through the process and handle most of the administrative steps, such as filing Articles of Organization on your behalf. Our basic package also provides a free Registered Agent service for the first year. If you're looking for help starting an LLC, our comprehensive services provide outstanding value.