Minnesota is one of the few states where keeping an LLC in good standing costs nothing at the state level: the yearly Annual Renewal carries a $0 fee. The catch is the deadline. If the renewal is not on file by December 31, the Secretary of State terminates the company and you pay to bring it back. Getting started costs $155 online or $135 by mail for the Articles of Organization.
Minnesota LLC at a glance
Fees and deadlines from official state sources| Formation document | Articles of Organization (Minnesota Statutes chapter 322C) |
|---|---|
| Filing fee | $155 online or in person; $135 by mail |
| Processing / expedite | Online filings are expedited and typically processed within 2-5 business days; in-person filings (by appointment) are processed while you wait; mail filings are handled first-come, first-served without expediting. No separate expedite fee is listed. |
| Annual report | Annual Renewal, $0, due by December 31 each year, starting the calendar year after you form |
| State LLC tax | No flat annual LLC tax. Multi-member LLCs filing as partnerships may owe the Minnesota minimum fee once Minnesota property, payroll and sales reach $1,280,000 (2026) |
| Registered agent | A Minnesota registered office is required; naming a registered agent is optional |
| Newspaper publication | Not required to form an LLC |
| Where to file | Minnesota Secretary of State Online Business Services |
Step 1Pick a name Minnesota will accept
Under Minnesota law, your LLC’s name must include the words “limited liability company” or the abbreviation “LLC.” It cannot use “corporation” or “incorporated” (or abbreviations of either), and it cannot suggest the business exists for a purpose an LLC isn’t allowed to pursue. The name has to be in English or written in English letters.
The name also has to be distinguishable from other businesses and reserved names on file with the Secretary of State. You can check availability through the Secretary of State’s business search; the office notes that you need a free online account to run a name-availability check.
If you are not ready to file, you can reserve a name for one year. The reservation fee is $55 online or in person, or $35 by mail.
Step 2Set up your registered office (and, optionally, an agent)
Minnesota handles this a little differently from most states. Every LLC must continuously maintain a registered office in Minnesota, and that address must be an actual office location. A post office box alone is not accepted.
Naming a registered agent is optional for an LLC formed in Minnesota. If you do name one, the agent can be an individual who lives in Minnesota or a corporation or LLC authorized to do business here, and the agent’s business office must be the same address as your registered office. Many owners use their own Minnesota business address; others hire a commercial agent so legal papers go to a staffed office.
Step 3File the Articles of Organization
The Articles are short. By statute, they must state the LLC’s name, the street address of the registered office (plus the agent’s name if you have one), and the name and street address of each organizer. The state’s form also asks for an email address for official notices and a contact name and phone number, and it includes an optional, voluntary “business snapshot” survey. Organizers sign under penalty of perjury, and only one organizer is required.
You have three ways to file:
- Online through Online Business Services: $155, expedited, typically processed within 2-5 business days. You’ll need to create an online account first.
- In person by appointment: $155, processed while you wait.
- By mail using the Articles of Organization form: $135, processed first-come, first-served and not expedited. The Secretary of State does not publish a mail turnaround time.
Your LLC legally exists once the Articles are filed with the fee paid. If the LLC will own, lease or have a financial interest in agricultural land, the form notes a separate registration with the Minnesota Department of Agriculture.
Step 4File the Annual Renewal every year
Starting in the calendar year after your Articles are filed, Minnesota requires an Annual Renewal by December 31. The filing fee is $0. You can file any time during the calendar year, online through your business record, by mail, or in person by appointment.
Missing the deadline has real consequences. An LLC that does not file its renewal is administratively terminated (the Secretary of State’s renewal page calls it administratively dissolved) and is no longer considered active in Minnesota. The office warns that many banks and agencies won’t work with an inactive business. To come back, you file a current renewal and pay a reinstatement fee of $85 online or in person, or $65 by mail. An entity inactive for more than six years cannot reinstate online.
Step 5Finish your setup
- Operating agreement. Minnesota doesn’t collect it, but a written agreement among the members sets out ownership, management and what happens if someone leaves. It is worth having even for a single-member LLC.
- EIN. Get a free Employer Identification Number directly from the IRS. You’ll typically need one to open a business bank account or hire employees.
- State tax accounts and local licenses. Depending on what you sell and whether you hire, you may need to register with the Minnesota Department of Revenue, and your city or county may require its own licenses or permits.
- Doing business elsewhere. If your LLC will operate in another state, that state may require you to register there as a foreign LLC.
What a Minnesota LLC costs
| Articles of Organization (one-time) | $155 online or in person; $135 by mail |
|---|---|
| Name reservation (optional, one-time) | $55 online or in person; $35 by mail |
| Annual Renewal (yearly) | $0 |
| Minimum fee (yearly, if it applies) | $0 below $1,280,000 in Minnesota property, payroll and sales; starts at $260 (2026 tiers) |
| Reinstatement (only if terminated) | $85 online or in person; $65 by mail |
How Minnesota compares
State filing fee to form an LLC, next to neighboring states. The national median is $100.
National median · Fees from each state's official sources; some states charge a different amount online or by mail. If you live and run your business in Minnesota, forming your LLC in another state usually means also registering it here as a foreign LLC, so you pay both states' fees.
Minnesota taxes to know about
Minnesota has no flat annual franchise tax on LLCs, but it does have a minimum fee. According to the Department of Revenue, an LLC with two or more members that files as a partnership is subject to the minimum fee, while a single-member LLC that reports its income only on the owner’s individual return (Form M1) is not.
The fee depends on the combined total of your Minnesota property, payroll and sales. For 2026, it is $0 when that total is under $1,280,000 and $260 in the lowest paid tier, rising with larger totals. Partnerships calculate it on Form M3, the partnership return. The thresholds are adjusted for inflation each year, so check the current table before you file.
File it yourself or use a formation service?
Minnesota’s online filing is straightforward, and doing it yourself costs only the state fee. A paid formation service can be convenient if you want someone to handle the paperwork, provide a registered office address, or track your renewal deadline, but it adds its own charges on top of the state fee. Either way, the legal result is the same Articles of Organization on file with the Secretary of State.
Minnesota LLC FAQ
How long does it take to form an LLC in Minnesota?
Online filings are typically processed within 2-5 business days, and in-person filings by appointment are processed while you wait. Mailed filings are not expedited, and the state does not publish a turnaround time.
Does Minnesota charge for the annual report?
No. The Annual Renewal fee is $0. You just have to file it by December 31 each year, beginning the year after you form.
Do I need a registered agent in Minnesota?
Not necessarily. A Minnesota LLC must keep a registered office at a real Minnesota address, but naming a registered agent is optional for LLCs formed in the state.
Why is the online filing fee higher than the mail fee?
The Secretary of State’s fee schedule lists $155 for online and in-person filings and $135 by mail. Online and in-person filings are expedited, while mail filings are processed in order received.
Do I have to publish a notice in a newspaper?
No. Minnesota does not require newspaper publication to form an LLC.
Sources
- Minnesota Secretary of State: Business Filing and Certification Fee Schedule
- Minnesota Secretary of State: Annual Renewals
- Minnesota Secretary of State: Articles of Organization form (PDF)
- Minnesota Secretary of State: Start a Business
- Minnesota Secretary of State: How to Check Business Name Availability
- Minnesota Department of Revenue: Minimum Fee
- Minn. Stat. 322C.0201: Formation; Articles of Organization
- Minn. Stat. 322C.0108: Limited Liability Company Name
- Minn. Stat. 322C.0109: Reserved Name
- Minn. Stat. 5.36: Registered Agent for Service of Process
- Minn. Stat. 322C.0208: Annual Report for Secretary of State
- Minn. Stat. 322C.0705: Administrative Termination
- Minn. Stat. 290.0922: Minimum Fee; Corporations; Partnerships
- IRS: Get an Employer Identification Number