Are you a new entrepreneur looking to set up your business in Minnesota? The first step is setting up the right business structure – and a popular choice is to form a Limited Liability Company (LLC).
I’ll provide an overview of what’s involved with filling out the Minnesota LLC Articles of Organization, which is the document used to create an LLC, so you can start an LLC yourself without using an attorney.
Related: Guide to starting a business in Minnesota
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Steps To Fill Out The Minnesota LLC Articles Of Organization
To start the process of filing the Minnesota Articles of Organization, you will need to submit the completed form to the Minnesota Secretary of State. The form can be downloaded and sent by mail or filed on the Minnesota Secretary of State’s website. Since it’s less expensive and faster, I’ll go over the online filing.
More information about creating a Minnesota Limited Liability Company can be found under Minnesota Statutes Chapter 322C.
If your business will require state licensing in order to provide a professional service (such as an accountant, architect, family therapist, landscape architect, interior designer, etc.), a Professional Limited Liability Company (PLLC) will need to be selected.
Step 1: Pick a Name for the LLC
The first step in filling out the Minnesota Operating Agreement is to pick a business name. There are a few requirements when choosing a Minnesota LLC name.
1. The name of your LLC must not be too similar to the name of another business entity already registered with the state of Minnesota. You can verify name availability by doing a Minnesota LLC name search with the Minnesota Secretary of State to be sure the LLC name is available.
2. The name of the LLC must include one of the following entity identifiers at the end of the business name:
– Limited Liability Company
– LIMITED LIABILITY COMPANY
– L.L.C.
– L. L. C.
– LLC
A few other Minnesota naming requirements include:
– Words or phrases such as Insurance, Brokerage, or anything similar that may indicate the business is involved with insurance underwriting unless permitted by the state to do so.
– The & symbol can’t be used.
– The only allowed characters are the numbers 0-9 and letters A-Z.
– The name must be under 250 characters.
Enter the LLC name, including the identifier, to continue. If you choose a name that is taken, the Secretary of State will return your application.
Step 2: Include the Names of the LLC Organizers
Include the name and address of one of the initial LLC organizer(s) (people helping with the formation of the entity). Later, this person will certify the information in the Articles of Organization is correct and will sign the document.
This is often the owner or one of the LLC members, but this can be anyone who is 18 years or older or a commercial entity helping to form the LLC.
Related: Who can be the organizer of an LLC?
Step 3: Appoint a Registered Agent
As outlined in Minnesota Statute 5.36, every LLC in Minnesota is required to have a registered agent. A Minnesota registered agent is the central point of contact for receiving important notices and service of process (which means accepting papers that start a lawsuit) on behalf of the LLC.
The registered agent can either be an individual or an organization, though the business entity being formed can’t be its own registered agent.
The basic requirements to be a registered agent in Minnesota include:
– The agent must be a Minnesota resident at least 18 years of age or a commercial Registered Agent service with a registered office in the state.
– The agent must have a physical address in the state (PO Boxes aren’t allowed).
– The agent must generally be available during normal business hours at the address provided to receive service of process.
Step 4: Add the Registered Office Address
The registered office address is a physical address in the state of Minnesota where the legal notices and service of process (such as court summons). It’s important that the registered office is open during normal business hours to accept these notices, otherwise, the business may not have ample time to defend against a lawsuit.
A P.O. Box address is not allowed.
Step 5: LLC Mailing Address
This is an optional step, but if you prefer to have correspondence from the Secretary of State sent to a different address, enter the address here.
This can be a P.O. Box and can be an out-of-state address.
Step 6: Upload any Additional Provisions
If there are additional items you wish to include regarding the formation of the LLC (not common), attach them in this section.
There are many provisions that may be added, a few of which include:
– The power to adopt, amend, or repeal the operating agreement is vested in the board of governors
– Governors can serve for an indefinite term that expires at the next regular meeting of the members
– A larger than majority vote can be required for board of governor action
– All membership interests can have equal rights and preferences in all matters not otherwise provided for by the Board of Governors
– The voting power of each membership interest can be in proportion to the value reflected in the required records of the contributions of the members
– Members can share in distributions in proportion to the value reflected in the required records of contributions of the members
Step 7: Add Delivery Information
Provide the contact and delivery information for where the Secretary of State should send the Articles of Organization.
Step 8: Add Client Reference Information
This section is typically only used by an attorney or entity formation company that is assisting with filing the Articles of Organization.
Step 9: Add an Email for Official Notices
Enter an email if you would like the Minnesota Secretary of State to send any notices.
I recommend using a regularly checked email, as the Secretary of State will send the LLC annual renewal reminder.
Step 10: Anwer the Minnesota Business Snapshot Survey
This is an optional step where the state is collecting information about the businesses registering.
Step 11: Review the Articles of Organization
Review the Articles of Organization to ensure the provided information is correct. If so, the organizer will certify the submitted information is accurate.
Step 12: Pay and Submit the Articles of Organization
Last, enter payment and submit the Articles of Organization to the Minnesota Secretary of State.
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Minnesota LLC FAQs
How much does a Minnesota LLC cost?
The cost to file the Articles of Organization and form an LLC in Minnesota is $155 when filing online or $135 when filing by mail.
How long does it take to form a Minnesota LLC?
When filing online, the Articles of Organization are approved immediately, and normally 1 week when filing by mail.
Does Minnesota require an operating agreement for an LLC?
Minnesota Statute § 322C.0110 states that a Minnesota LLC operating agreement is optional. Despite the operating agreement not being required, it is recommended to have one as it can help to prevent disputes among members and protect the LLC’s legal status.
What business licenses are needed in Minnesota?
The requirements for business licenses and registrations in Minnesota vary depending on what the business does and where it’s located.
Here is a list of common business licenses in Minnesota.
How do you reserve a Minnesota LLC name?
A Request for Reservation of Name can be filed to hold an LLC name for up to 1 year. The state filing fee for a name reservation is $35, paid to the Minnesota Secretary of State.
Are you required to have a manager for your Minnesota LLC?
There must be one or more people acting as chief manager and treasurer for a Minnesota LLC.
Do Minnesota LLCs need an EIN?
Only Minnesota LLCs that either have more than one member, will hire employees, or elect to be taxed as a partnership or corporation are required to get an Employer Identification Number (EIN).
The EIN or Employer Identification Number (also called a Federal Employer Identification Number or FEIN) is a unique 9-digit tax identification number that is assigned by the Internal Revenue Service (IRS).
If the LLC isn’t required to get an EIN (though you can still get one), the LLC will use the social security number of the business owner.
Related: How to apply for an EIN
