How to Start an LLC in Minnesota in 2026: Filing, the Free Annual Renewal and First-Year Cost

Minnesota is one of the cheaper states to keep an LLC in. You pay $155 once to file articles of organization online, and after that the yearly state filing, called the annual renewal, costs nothing. The catch is that the renewal is easy to forget precisely because there is no bill attached, and missing it gets the company administratively terminated. This guide takes a first-time founder through each step in order: the name rules, the registered office, filing the articles, the paperwork that follows, the renewal, taxes, and a worked first-year budget. Every fee was checked against the Minnesota Secretary of State's forms and Chapter 322C of Minnesota Statutes in October 2026.

Quick answer

To start an LLC in Minnesota, file articles of organization under Chapter 322C with the Minnesota Secretary of State and pay $155 online or in person ($135 by mail). List a registered office at a Minnesota street address. Then file the free annual renewal by December 31 every year, starting the year after you form.

• The name must include "Limited Liability Company" or "LLC" and cannot use "corporation" or "incorporated"

• A registered office is required; naming a registered agent is optional

• Annual renewal: Free ($0), due December 31

• Missed renewal means administrative termination; reinstatement costs $25 by mail plus a renewal

• EIN and Minnesota tax ID registration are free

What a Minnesota LLC is and who should form one

A Minnesota limited liability company is formed under the Minnesota Revised Uniform Limited Liability Company Act, Chapter 322C of Minnesota Statutes. It replaced the older Chapter 322B, and since January 1, 2018 every Minnesota LLC is governed by 322C. The practical point is the same as anywhere: the company's debts, contracts and lawsuits belong to the company, so a supplier or customer with a claim against the business generally cannot reach your house or personal savings. That protection depends on running the LLC as a genuinely separate business, with its own bank account, contracts in its own name and records of money moving in and out.

The Office of the Minnesota Secretary of State keeps the business register. You search names, file the articles, file annual renewals and order certificates of good standing through its Business Filings Online system or at the counter in St. Paul. Private companies sometimes mail official-looking letters offering to "renew" your LLC or sell you a certificate. The Secretary of State does not charge for the renewal at all, so any letter asking for money to file it is a private service, not the state.

For federal tax, a one-owner LLC is a disregarded entity and a multi-owner LLC is a partnership, unless you elect corporate treatment. Minnesota follows the federal classification. An LLC suits most small Minnesota businesses: contractors, consultants, online sellers, salons, food trucks, landlords and small manufacturers. You do not need to live in Minnesota or be a US citizen to own one. Licensed professionals such as doctors, lawyers, accountants and engineers can form a professional LLC, but the articles must then include an attachment electing Chapter 319B and naming the professional service, so check with your licensing board first.

If your business actually operates in another state, forming in Minnesota does not get you out of that state's rules. You would register there as a foreign LLC too, so the simplest approach is to form in the state where you work.

Minnesota LLC at a glance (2026)

$155

Articles of organization

online or in person; $135 by mail

Free ($0)

Annual renewal

due December 31

$25

Reinstatement after termination

statutory fee, plus one renewal

Free ($0)

EIN from the IRS

issued online the same day

Step 1: Choose a name that meets the Minnesota rules

Section 322C.0108 sets the naming rules. The name must contain the words "limited liability company" or the abbreviation "LLC". It must not contain "corporation" or "incorporated", or their abbreviations, because those signal a different kind of entity. It cannot suggest a purpose the LLC is not allowed to pursue, and it must be in English or another language written in English letters. Unlike some states, Minnesota does not ban "Co." or "Ltd." in an LLC name, but "Northstar Paint Corp. LLC" would be rejected.

The name must also be distinguishable on the Secretary of State's records from every other LLC, corporation, limited partnership, limited liability partnership, reserved name and assumed name on file. Adding "the", changing punctuation or switching singular to plural rarely makes a name distinguishable. Search the Secretary of State's business database before you pay for a logo or domain, and use our LLC name checker to test variations quickly.

If you are not ready to file, you can reserve a name for $55 online or in person. Most founders skip the reservation and file the articles straight away, since the articles themselves secure the name.

Trading under another name. If your LLC will trade as "Northstar Painting" rather than "Northstar Painting LLC", Minnesota requires a certificate of assumed name under Chapter 333. It costs $50 online. The certificate must then be published in a qualified newspaper in the county of your principal or registered office for two successive issues, which adds the newspaper's charge. The assumed name has its own free annual renewal; if it lapses, reinstating it costs $25. Our DBA guide explains how assumed names work across states.

Step 2: Set up the registered office

Every Minnesota LLC must have a registered office, a street address in Minnesota where legal papers and official notices can be delivered. A post office box on its own is not accepted. Under section 322C.0113 the LLC may also name a registered agent at that address, but unlike most states Minnesota does not make the agent compulsory. If you list no agent, papers served at the registered office still count.

Most single-owner businesses use their shop, office or home address. That works if someone is reliably there to receive mail and process servers, but the address becomes public data: the articles form warns that every name and address filed with the Secretary of State may be viewable online. Owners who live outside Minnesota, travel a lot or want to keep a home address private usually pay a commercial registered agent for its Minnesota address, typically somewhere around $50 to $300 a year (an estimate based on published price lists of national agent services, not an official figure).

The articles also ask for an email address for official notices. The Secretary of State uses it to send the annual renewal reminder, so choose an inbox someone actually reads, not a personal address you may abandon in two years.

Step 3: File the articles of organization

The articles of organization bring the LLC into existence. Minnesota's form is short. It asks for the LLC's name, the registered office address and the optional agent, and the organizers' names, street addresses and signatures. Duration is perpetual by default. There is also an email field for official notices and an optional five-question "Minnesota Business Snapshot" survey; the survey is voluntary and the answers are public, so skip it if you prefer.

You can file online through Business Filings Online, in person in St. Paul, or by mail. Online and in-person filings cost $155 because they are handled as expedited service; mailed articles cost $135. The $20 saving rarely justifies the wait for postal delivery and the paper queue, unless you are in no hurry at all.

Filing Minnesota articles of organization online

1. 1

   Check the name

   Search the Secretary of State's business database and confirm the name meets section 322C.0108.

2. 2

   Confirm the registered office

   Use a Minnesota street address where mail and legal papers will be received during business hours.

3. 3

   Gather organizer details

   Each organizer needs a name and street address and must sign. Organizers do not have to be members.

4. 4

   Add the professional attachment if needed

   Professional firms under Chapter 319B attach the election statement and the professional service.

5. 5

   Pay and file

   Pay $155 online by card, then download the filed articles and certificate.

   Tip: Save the filing confirmation with your bank and lease papers; you will be asked for it repeatedly.

Why filings get rejected. The usual reasons are a name that is not distinguishable from an existing filing, a missing "LLC" ending, a P.O. box listed as the registered office, an organizer's missing signature or address, and a professional firm that left out the Chapter 319B attachment. If the filing is rejected, fix the issue and resubmit. Until the articles are accepted the LLC does not exist, so avoid signing a lease or opening an account in its name before then.

Farmland. If the LLC will own, lease or have a financial interest in agricultural land, the articles form reminds you to register with the Minnesota Department of Agriculture's Corporate Farm Program as well. Minnesota restricts farmland ownership by business entities, so check those rules before you buy.

Step 4: EIN, operating agreement and bank account

EIN. Apply for an employer identification number from the IRS once the articles are filed. It costs Free ($0), and the online application gives you the number at the end of the session. You need it to open a bank account, hire staff and register with the Minnesota Department of Revenue. Our EIN application guide walks through each screen.

Operating agreement. Minnesota does not require you to file an operating agreement, but Chapter 322C lets the agreement set most of the rules: how profit is shared, who can sign contracts, how a member exits and what happens on death or divorce. Without one, the statute's default rules apply, and those may not match what the owners intended. A single-member LLC should still have a short agreement, because banks ask for it and courts look at it when deciding whether the company is genuinely separate from you.

Bank account. Open a business account in the LLC's name using the filed articles, the EIN confirmation and the operating agreement. Pay business expenses only from that account, and pay yourself by transfer; our guide on how to pay yourself from an LLC explains draws and salary.

Beneficial ownership reporting. Since FinCEN's March 2025 interim final rule, companies formed in the United States no longer file beneficial ownership information reports, so a new Minnesota LLC has no BOI filing (current position: Not required for US-formed companies).

The annual renewal and keeping the LLC active

Every Minnesota LLC files an annual renewal with the Secretary of State by December 31, starting in the calendar year after the articles were filed. An LLC formed in March 2026 files its first renewal by December 31 of next year, not this year. Section 322C.0208 says no fee is charged. The renewal confirms the information in section 5.34: the LLC's name, the registered office and any agent, the name and business address of the manager or person in charge, the principal executive office if different, and the email address for notices.

A Minnesota LLC's first two years

Day 1

Articles of organization filed ($155 online)

Week 1

EIN, bank account and Minnesota tax ID if you sell taxable goods or hire

December 31 of year one

No renewal needed in the formation year

By December 31 of year two

First annual renewal due (Free ($0))

Renewal not filed

Administrative termination; reinstate with one renewal plus $25 (mail)

The Secretary of State may email or mail a reminder, but the statute makes the notice discretionary, and the duty to file is yours either way. If the renewal is not filed, the LLC is administratively terminated. That removes its active status, which banks, landlords and government buyers check when they look the company up.

The good news is that Minnesota's fix is unusually simple. Under section 322C.0706, a terminated LLC reinstates by filing a single annual renewal and paying $25; the Secretary of State's fee schedule lists $45 for the faster online or in-person route. Reinstatement is retroactive to the termination date, it validates contracts signed in the meantime, and it restores the company's assets and rights. The one thing it cannot fix is a name that someone else took while you were terminated, so reinstate promptly.

Other filings you may need later: an amendment to the articles ($55 online) if you change the LLC's name, and a certificate of good standing ($15 online) when a bank, lender or public agency wants proof the LLC is active. Our certificate of good standing guide explains how certificates work.

Licences and tax registration after you form

Filing with the Secretary of State creates the LLC. It does not register you for taxes or give you permission to trade, and the information is not passed on to the agencies below.

Department of Revenue. If you sell taxable goods or services, hire employees, or owe other state taxes, register for a Minnesota tax ID through the Department of Revenue's e-Services. The sales tax permit has no application fee. Minnesota's state sales tax rate is 6.875%, and local and transit taxes push the combined rate to 9.025% in Minneapolis and 9.875% in St. Paul. Our Minnesota sales tax guide covers rates, the clothing and grocery exemptions, the retail delivery fee and filing frequency.

City and county licences. Minnesota has no general state business licence. Cities and counties license particular activities instead: food service, tobacco, liquor, massage, contractors in some cities, and short-term rentals, among others. State boards license professions and trades such as cosmetology, real estate and residential building contractors. Check with your city clerk and the relevant state board before opening.

Employees. Hiring staff means registering for withholding with the Department of Revenue, for unemployment insurance with the Department of Employment and Economic Development, and buying workers' compensation insurance. Our guide to hiring your first employee covers the federal steps.

How Minnesota LLC owners are taxed

A single-member LLC owned by a person is ignored for income tax. The profit goes on the owner's federal Schedule C and Minnesota Form M1, taxed at Minnesota's graduated individual rates, which run from 5.35% to 9.85% for 2026. For a single filer the top rate starts at $203,151 of taxable income. The LLC itself pays no Minnesota income tax.

A multi-member LLC taxed as a partnership files Form M3 each year. The partnership does not pay income tax itself; the members report their shares on their own returns. It can, however, owe Minnesota's minimum fee, which applies only when the partnership's Minnesota property, payroll and sales or receipts together reach at least $1,250,000 (the 2025 threshold, which is adjusted each year). A small two-owner business well below that level owes no minimum fee. Partnerships with nonresident members may also have to withhold Minnesota tax for those members or file a composite return.

An LLC can also elect S corporation treatment, which lets working owners split income between a reasonable salary and distributions to reduce self-employment tax. In Minnesota the trade-off is running payroll and filing Form M8, and the S corporation is also subject to the minimum fee at the same threshold. Minnesota offers an elective pass-through entity tax for partnerships and S corporations, which can help owners who itemise federal deductions; ask an accountant before electing. Read LLC vs S corp for the federal side.

What it costs: a worked first-year budget

The table shows three realistic Minnesota LLCs. State fees come from the Secretary of State's form and fee schedule. The registered agent line is a market estimate, and the newspaper publication line is a rough estimate because each paper sets its own rate.

What the table leaves out. Insurance, an accountant, city licences and professional licences sit on top. A food business, for example, needs a food licence from the Minnesota Department of Health or a delegated city or county agency, and a plan review before opening.

Year two onwards. Because the renewal is free, the state cost of keeping a Minnesota LLC is $0 a year for as long as you file on time. Over five years a standard Minnesota LLC costs just the $155 filing fee in state charges, compared with $150 plus four $75 reports in Illinois and four $25 reports on top of the filing in neighbouring Wisconsin.

Worked examples

A Rochester IT consultant. Priya mails her articles with a $135 check because she is not in a hurry, listing her home office as the registered office and naming no separate agent. Once the filing comes back she gets an EIN online the same afternoon. She sells only IT consulting, which is generally not a taxable service in Minnesota, so she does not need a sales tax permit. Her LLC was formed in May 2026, so her first annual renewal is due by December 31 of next year. She puts a reminder in her calendar for early December, because missing it would terminate the LLC even though the filing is free.

A Stillwater gift shop owned by two friends. Erik and Dana reserve "St. Croix Makers Collective LLC" for $55 while they negotiate a lease, then file the articles online for $155. They will trade as "St. Croix Makers", so they file a certificate of assumed name for $50 and pay a Washington County newspaper to publish it for two issues. They register for sales tax through e-Services, collect the 6.875% state rate plus local taxes, and file Form M3 each year. Their sales are far below the $1,250,000 threshold, so the minimum fee does not apply.

A North Dakota contractor working in Moorhead. Cody lives in Fargo and wants a separate Minnesota company for jobs across the river. He forms a Minnesota LLC online and pays a commercial service for a Minnesota registered office address, so legal papers reach someone in the state. He registers for Minnesota withholding and unemployment insurance before hiring a local crew, and checks whether Moorhead or the state requires a contractor licence for his trade.

Minnesota LLC launch checklist

0/8

• Name checked against section 322C.0108 and the Secretary of State's database
• Registered office confirmed at a Minnesota street address
• Articles of organization filed and saved
• EIN issued and operating agreement signed
• Business bank account opened in the LLC's name
• Assumed name filed and published if you trade under another name
• Minnesota tax ID if you sell taxable goods or hire staff
• December 31 renewal deadline in your calendar every year

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Common mistakes and how to fix them

Assuming a free filing is optional. The annual renewal costs nothing, which is exactly why owners forget it. Missing it terminates the LLC. Reinstate quickly by filing one renewal and the reinstatement fee, and set a recurring reminder for early December.

Filing the renewal in the formation year. The first renewal is due in the calendar year after formation. Filing one early does no harm, but owners sometimes then assume the next year is covered. Each calendar year needs its own renewal.

Letting the notice email go stale. The Secretary of State sends notices to the email on file. If that inbox belongs to a departed partner or a formation service you no longer use, reminders vanish. Update the email when you file the renewal.

Skipping assumed name publication. The certificate is not complete without newspaper publication in two successive issues. Banks may refuse to accept payments in the trade name until you can show the filing.

Paying look-alike mailers. Letters offering to file your "annual statement" or sell a certificate for $70 to $200 come from private companies. The renewal is free on the Secretary of State's website, and a good standing certificate costs $15 directly.

Official links

• Minnesota Secretary of State — LLC articles of organization form$155 online or in person, $135 by mail
• Minnesota Secretary of State — business entity fee scheduleReservation, amendment, reinstatement and certificate fees
• Minn. Stat. § 322C.0208 — annual renewalDue December 31, no fee
• Minn. Stat. § 322C.0706 — reinstatementRetroactive reinstatement
• Minnesota Department of Revenue — 2026 income tax bracketsIndividual rates
• IRS — Apply for an EINFree

What to do next

Check your name with our LLC name checker, file the articles online and get your EIN the same day. Before you open, line up your Minnesota tax ID and any city licence, and read the Minnesota sales tax guide if you sell goods. If you are still choosing a structure, our LLC registration guide and LLC vs sole proprietorship explainer cover the wider choices.

This is general information, not legal or tax advice — confirm on the official source or with a professional.

Frequently asked questions

How much does it cost to start an LLC in Minnesota?

The Secretary of State charges $155 to file articles of organization online or in person, or $135 by mail. The annual renewal is free, the EIN is free, and registering for a Minnesota tax ID has no application fee. Optional extras include a name reservation ($55 online) and an assumed name certificate ($50 online plus newspaper publication). City licences vary by trade.

Does a Minnesota LLC have to file an annual report?

Yes, but Minnesota calls it an annual renewal and charges nothing for it. Minnesota Statutes section 322C.0208 requires every LLC to file a renewal by December 31 each year, starting the calendar year after the articles were filed. It confirms the registered office, the manager's name and address, the principal office and the email for official notices. Skipping it leads to administrative termination.

What happens if I miss the Minnesota annual renewal?

The Secretary of State administratively terminates the LLC. You can bring it back by filing a single annual renewal with the reinstatement fee, which the statute sets at $25 for mail filings ($45 online on the Secretary of State's fee schedule). Reinstatement is retroactive to the date of termination, and contracts signed in between are validated, provided nobody else has taken the name.

Do I need a registered agent in Minnesota?

Minnesota requires a registered office at a Minnesota street address, but naming a registered agent is optional under section 322C.0113. A post office box alone is not accepted as the office. Most owners list their own business or home address. Owners who live out of state, or who want to keep a home address off the public record, often pay a commercial agent's Minnesota address instead.

How long does it take to form an LLC in Minnesota?

Online filings through the Secretary of State's business portal are processed as expedited service, which is why they cost $155 rather than $135. Mailed articles wait in the paper queue on top of postal time, so online filing is the faster route. Check the current processing time on the Secretary of State's website before you plan around a date.

Do Minnesota LLCs pay a franchise tax or minimum fee?

There is no annual franchise tax just for being an LLC. A single-member LLC owned by a person pays nothing at entity level. A multi-member LLC taxed as a partnership owes Minnesota's minimum fee only if its Minnesota property, payroll and sales add up to at least $1,250,000 (2025 threshold), so very small partnerships owe nothing.

Sources & verification

Figures on this page were checked against the sources below when it was last reviewed on 11 October 2026. Each rate and limit is stored once with its own official source and review date, and official update channels are monitored daily so changes are picked up. How we verify

1. 1.Minnesota Limited Liability Company — Articles of Organization (Chapter 322C) — Minnesota Secretary of State · accessed 11 October 2026
2. 2.Business Entity Fee Schedule — Minnesota Secretary of State · accessed 11 October 2026
3. 3.Minn. Stat. § 322C.0208 — Annual report for Secretary of State — Minnesota Office of the Revisor of Statutes · accessed 11 October 2026
4. 4.Minn. Stat. § 322C.0706 — Reinstatement — Minnesota Office of the Revisor of Statutes · accessed 11 October 2026
5. 5.Minn. Stat. § 322C.0108 — Limited liability company name — Minnesota Office of the Revisor of Statutes · accessed 11 October 2026
6. 6.Minn. Stat. § 322C.0113 and § 5.34 — Minnesota Office of the Revisor of Statutes · accessed 11 October 2026
7. 7.Minn. Stat. §§ 333.01 and 333.055 — Assumed names — Minnesota Office of the Revisor of Statutes · accessed 11 October 2026
8. 8.Minnesota income tax brackets, standard deduction and dependent exemption amounts for tax year 2026 — Minnesota Department of Revenue · accessed 11 October 2026
9. 9.2025 Form M3 Instructions — Minnesota Department of Revenue · accessed 11 October 2026
10. 10.Get an employer identification number — IRS · accessed 11 October 2026
11. 11.Beneficial Ownership Information — FinCEN · accessed 11 October 2026