MN · LLC formation
Form LLC in Minnesota
Form a company in Minnesota: $135 state filing fee, 4-7 business days online with the Minnesota Secretary of State. Free annual renewal and a strong corporate base.
Minnesota formation at a glance
Key fees, timing, and compliance rules for forming a limited liability company in Minnesota with the Minnesota Secretary of State.
State filing fee
$135
Processing time
4-7 business days online
Filing agency
Minnesota Secretary of State
Registered agent
Required — physical MN street address
Annual report
Annual Renewal — $0, due December 31
Franchise / business tax
None for LLCs
How to form an LLC in Minnesota
- 1
Choose a compliant name
- Your name must include "LLC" or "Limited Liability Company".
- It must be unique on Minnesota Secretary of State records.
- Search before you file.
- Words like "bank" may need approval.
- ClearFormation runs a name check before we submit your Articles.
- 2
Appoint a registered agent
- Minnesota requires a registered agent with a physical MN street address.
- They must accept lawsuits and state mail during business hours.
- A commercial agent is for when you don't have a local street address or can't be there during business hours.
- ClearFormation includes agent service in all 50 states.
- 3
File Articles of Organization
- File with the Minnesota Secretary of State and pay $135.
- Processing is usually 4-7 business days online.
- You will list your name, agent, principal address, and management type.
- ClearFormation prepares and files online for you.
- 4
Create an operating agreement
- Not legally required in Minnesota, but every company should have one.
- It sets ownership, voting, and profit splits.
- Banks often ask for it.
- Included with ClearFormation.
- 5
Apply for an EIN
- You need an EIN to open a US bank account, hire staff, and file federal taxes.
- The IRS issues EINs for free.
- ClearFormation can file Form SS-4 for you — including for non-US founders without an SSN.
- 6
Get the licenses and permits your business needs
- State approval does not replace city, county, or professional licenses.
- Check local Minnesota rules for your industry.
- Contractors, restaurants, and healthcare often need extra permits.
- 7
File annual reports and stay compliant
- Minnesota requires the Annual Renewal ($0), due December 31.
- None for LLCs.
- ClearFormation tracks deadlines and pre-fills your report.
Form your MN LLC now
We prepare the filing, include a MN registered agent, and walk you through the rest.
Typical timeline after you file
Day 0 — Submit filing
Pay $135 to the Minnesota Secretary of State. Online filings in Minnesota usually process in 4-7 business days online.
Week 1 — Get stamped articles
Save the approved formation document. You need it for banking.
Week 1–2 — EIN and bank account
Apply for a federal tax ID, then open a business checking account. See our EIN guide.
Week 2–4 — Operating agreement and licenses
Sign your internal rules. Check city and county license rules for your industry.
Ongoing — Compliance calendar
File the Annual Renewal ($0), due December 31.
LLC vs corporation in Minnesota: which should you form?
Most Minnesota founders ask this exact question. Both entities give you the same personal-liability shield. The real differences are taxes, ownership, and the kind of capital you can raise. A corporation can be taxed as a C-Corp or an S-Corp — that is a tax election, not a different state filing.
Form an LLC in Minnesota if
- • You're owner-operated or have a small group of founders and want pass-through tax (no corporate-level tax).
- • You don't plan to raise from US institutional venture capital.
- • You want minimal ongoing paperwork — no required board meetings, no shareholder formalities.
- • You're a consulting business, ecommerce store, agency, real-estate holding company, or freelancer.
Form a corporation in Minnesota if
- • You plan to raise from venture capital, angels via SAFEs, or eventually go public.
- • You want to issue stock options to employees (an ISO plan requires a C-Corp).
- • You need multiple share classes (preferred for investors, common for founders).
- • You're targeting a strategic acquisition where the acquirer expects a clean cap table.
Raising venture capital? Most US VC-backed startups incorporate as a Delaware C-Corp — see our LLC vs C-Corp guide. An LLC in Minnesota is usually the right fit for operating businesses that won't take priced VC rounds.
Out-of-state companies doing business in Minnesota
If your company was formed elsewhere but you operate in Minnesota, you typically need to foreign-qualify with the Minnesota Secretary of State. That means filing a Certificate of Authority (or equivalent), appointing an in-state registered agent, and paying a state fee. Domestic formation in MN is different — you file Articles of Organization as a new entity.
Who usually forms in Minnesota?
Most MN filings come from founders who live or work in the state. Common examples:
- Freelancers and consultants who want a liability shield
- Local shops, agencies, and professional services firms
- Real-estate investors holding property in Minnesota
- E-commerce brands with customers or inventory in the US
- Non-US founders who need a US entity and bank account
Pick Minnesota when you have real ties here. If you only operate elsewhere, your home state (or the state where you work) is usually cheaper than forming in MN and then foreign-qualifying.
Minnesota formation FAQs
Also for Minnesota founders: Form a corporation in Minnesota · Minnesota registered agent
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