Federal & State Lawfederalstatelaw.com
Back to Questions
businessMN

How do I form an LLC in Minnesota?

Federal & State Law Editorial TeamLast reviewed: 2026-04-30

Minnesota LLCs are governed by the Minnesota Revised Uniform Limited Liability Company Act, Minn. Stat. Chapter 322C (effective for new LLCs since Aug. 1, 2015; mandatory for all since Jan. 1, 2018).

1. Filing Fee and Processing Time

  • Articles of Organization: $155 online or in person ($135 by mail) with the Minnesota Secretary of State.
  • Processing: 1-2 business days online; 7-10 days by mail.

    • 2. Name Reservation

  • Optional. 12-month reservation for $55 online/in-person ($35 mail). Name must include "Limited Liability Company," "LLC," or "L.L.C." (Minn. Stat. § 322C.0108).

    • 3. Registered Agent / Registered Office

  • An LLC must have a registered office in Minnesota (Minn. Stat. § 322C.0113).
  • A registered agent is optional if a registered office is provided (this is unusual — most states require both).
  • The registered office must be a Minnesota street address.

    • 4. Operating Agreement

  • Permitted but not required (Minn. Stat. § 322C.0110). Not filed with the state.
  • Highly recommended for multi-member LLCs to override default rules.

    • 5. Annual Renewal — FREE

  • Required. Due by December 31 each calendar year (regardless of formation date).
  • Filing fee: $0 if filed on time — Minnesota is one of the few states with no annual fee.
  • If not filed timely, the LLC is administratively dissolved/statutorily terminated on January 1 of the following year. Reinstatement fee: $25 (within 1 year) or higher if longer.

    • 6. State Taxes

  • Minnesota has a graduated individual income tax with a top rate of 9.85% (one of the highest) on pass-through LLC income.
  • LLCs taxed as C-corps pay 9.8% Minnesota corporate franchise tax.
  • Pass-through entity (PTE) tax election available for SALT cap workaround.
  • Sales tax (6.875% state + local up to 2%) registration if selling taxable goods.

    • 7. Federal EIN

  • Required for multi-member LLCs and any LLC with employees.

    • 8. Professional Firms

  • Licensed professionals may form a Professional Firm under Minn. Stat. Chapter 319B (LLC, LLP, or PC variant) — requires board approval.

    • 9. Minnesota Tax ID

  • Register with the Minnesota Department of Revenue (Form ABR — Business Registration) for state tax accounts.

    • 10. Local Permits

  • Most Minnesota cities require local business licenses depending on activity.

    • This is legal information, not legal advice.

    When to Talk to a Lawyer
    • You are forming a Professional Firm under Chapter 319B
    • Your LLC was administratively dissolved and you need reinstatement
    • You want to make the PTE tax election to avoid the SALT cap
    Related Statutes & Laws
    • Minn. Stat. § 322C.0108
    • Minn. Stat. § 322C.0110
    • Minn. Stat. § 322C.0113
    • Minn. Stat. § 322C.0201
    • Minn. Stat. Ch. 319B

    This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.