How to form an LLC in Minnesota (2026)

What are the steps to form an LLC in Minnesota?

Forming a Minnesota LLC takes five steps, from a name search to the first Annual Renewal, and each filing among them goes to the Secretary of State. The list gives the form and fee for each.

1. Check that your LLC name is available with the Minnesota Secretary of State. You can reserve a name for $35 by mail; $55 in person or online.
2. Name a registered agent in Minnesota: a person or company with a Minnesota address who accepts legal papers for the LLC.
3. File the Articles of Organization with the Minnesota Secretary of State. The state fee is $135 by mail, $155 online or in person. Filing methods: Online, by mail, or in person by appointment.
4. Wait for approval: Mail filings: non-expedited, first in/first out (no time published); online expedited filings returned in 3 to 5 business days; counter filings while you wait. Faster options: Expedited service is built into in-person and online filings: Articles cost $155 that way vs $135 by mail.
5. File the recurring report (Annual Renewal): due December 31 each year, starting the year after formation, fee $0.

The second step needs a note for Minnesota. State law requires a registered office but lets the LLC decide whether to name an agent at all (more on that below). The third step carries a choice that changes the price: the same Articles cost $135 by mail and $155 online or in person.¹

The last step is easy to forget, because it falls in the calendar year after formation and costs nothing. Miss it and the LLC is administratively dissolved. If you would rather hire a formation service than file these yourself, the ranked list of LLC services in Minnesota shows each provider's first-year total here.⁵

How do you check and reserve a Minnesota LLC name?

Search the Secretary of State's business records for the name, and if you aren't ready to file, reserve it for $35 by mail or $55 in person or online. The fee schedule lists the price but not how long the hold lasts.²

A reservation is a separate filing from the Articles, so it adds a fee you can skip by filing the Articles the same day you decide on the name. It makes sense when members still need to agree on terms or money, and you don't want another business to register the name in the meantime. Ask the Secretary of State how long a reservation lasts before you count on it.

Does a Minnesota LLC need a registered agent?

No. Minnesota law says "Every limited liability company shall have a registered office and may have a registered agent," so the agent is optional but the registered office is not. If you do name an agent, it can be a natural person residing in this state, or a domestic corporation, or limited liability company, or a foreign corporation or foreign limited liability company authorized to do business here.^{4, 6}

The statute ties the agent to the office. Minnesota's agent law (Minn. Stat. § 5.36) says "The registered agent must maintain a business office that is identical with the registered office." In other words, an agent's office and the LLC's registered office are one address. Another part of the same section sets where the office itself must be, and our record doesn't quote it, so confirm with the Secretary of State whether a home, shared or virtual address qualifies before you list one.⁶

Why would an owner name an agent anyway? The Annual Renewal asks for the registered office address every year, so a home address used there goes to the state each time. An agent service lets the LLC use the agent's office instead. Northwest Registered Agent sells that service at $125 per year, and Inc Authority includes it free for the first year with LLC formation, then charges $249/year. Compare prices on the Northwest pricing page and the Inc Authority pricing page, or see the plans that include a registered agent. The registered agent guide covers what an agent does day to day.^{7, 8, 9, 10}

How do you file the Articles of Organization, and how long does it take?

You can file the Articles online, by mail, or at the counter, and the method sets both the fee and the wait. Online filings are returned in 3 to 5 business days, while mail is handled first in/first out with no published time.²

Here is how the three routes compare.

• Online: $155, with expedited service included in the price.¹
• By mail: $135, processed first in/first out and in most cases mailed back to the submitter.^{1, 2}
• In person: the same price as online, and counter filings while you wait. The office notes "We are appointment-only."^{2, 11}

Minnesota doesn't publish a separate rush fee for the Articles. Expedited service is built into in-person and online filings, so the extra charge for online or counter filing pays for the faster handling. A mailed filing is the lowest price but leaves the date open.¹²

A formation service runs on its own clock before the state's begins. A provider may prepare and submit in a day, but the Secretary of State still reviews the Articles at the speed the filing method sets. The LLC timeline guide explains the two clocks, and the fastest stated filing list compares providers on their published times.

What does a Minnesota LLC cost in the first and second year?

In year one a Minnesota LLC pays the state filing fee plus any plan price. In year two the state charges nothing for the Annual Renewal ($0), so any cost comes from plan or agent renewals.³

The table lists each provider's first-year total in Minnesota with the plan we compare, and the second-year cost of that plan with the state's renewal fee. Rows follow our rating, highest first, with ties in the editorial order explained in how we rate.

First year: state filing fee plus the provider's compared plan. Second year: the recurring state fee plus the plan's renewal, if it renews.

Totals are our arithmetic on the published figures. Registered agent renewals are extra unless a plan includes the agent. Try other plans in the calculator.

The first-year totals add the $135 by mail filing fee, the lowest of the state's prices. A filing made online costs $155 online or in person, and providers don't publish which method they use for Minnesota or whether they pass the difference on.¹

The second-year column is mostly zero because Minnesota charges nothing to renew, and most plans here are one-time charges. That column leaves out registered agent renewals. Inc Authority's Free LLC plan totals $135 in year one, the state fee alone, but the agent it includes then renews at $249/year. Northwest Registered Agent totals $174, and its included registered agent renews at $125/yr after year 1. Since Minnesota makes the agent optional, whether those renewals belong in your budget depends on whether you keep the agent. Tailor Brands Elite renews as a yearly plan, which is why its second year shows $249.^{10, 13}

Use the LLC cost calculator for your own mix of plan and filing method. The lowest first-year totals by provider and the national LLC cost guide put Minnesota's numbers in context.

What does a Minnesota LLC file after it is formed?

A Minnesota LLC files the Annual Renewal with the Secretary of State by December 31 each year, starting the year after formation. The renewal is free: "There is no fee for filing the annual renewal if the entity is active and in good standing."^{3, 7, 11}

The form asks for the business name, the registered office address, the principal executive office address, the manager or person exercising principal functions, an email for official notices, and an agricultural-land question. The state collects the manager or principal person's name and the office addresses each year, so the renewal is where address choices made at formation come up again.⁷

No late fee is charged for a missed renewal. The consequence is harsher than a fee: "If you miss the renewal, your business will be administratively dissolved, or no longer considered active in Minnesota." An LLC in that position has to file for reinstatement and pay a fee, which our record doesn't list. The annual report guide covers how yearly reports work in other states.⁵

Our sources don't confirm an LLC franchise tax in Minnesota; the Department of Revenue names Form M4, its corporation franchise tax return, for C corporations. One state charge can still reach some LLCs. The Department of Revenue says "An LLC filing as a partnership with two or more members is subject to minimum fee," and that fee applies once the LLC's Minnesota property, payroll and sales total $1,280,000 or more, with the current table running $260 up to $12,830. The minimum fee does not apply to a single-member LLC. How it applies to your own LLC is a question for an accountant.¹⁴

Formation services charge to file a renewal that costs nothing at the state. Northwest Registered Agent's annual report service is $100 + state fees, ZenBusiness lists Annual Report Filing $100 per report, and LegalZoom lists $99 + state filing fees. In Minnesota the state part of each is zero, so the price is the service alone. The package contents guide separates plans that file the report from plans that only send a reminder.^{15, 16, 17}

How do you change a Minnesota registered agent or office later?

You change it by filing the Change of Registered Office/Agent form with the Minnesota Secretary of State. The fee is $35 by mail or $55 online or in person. The same form adds or removes an agent and moves the registered office.^{1, 18}

Because an agent is optional here, the form also covers dropping one entirely. Removing an agent doesn't remove the registered office the LLC must keep, so if that office was the agent's address, the same filing is the place to name a new one.

An agent can also step down. It files a signed resignation, certifying a copy was given to the entity, and the appointment ends 30 days after the notice is filed with the secretary of state. The LLC has that period to name a new agent or move its registered office.⁶

What if your LLC was formed in another state?

An LLC formed elsewhere registers in Minnesota with a Certificate of Authority. The fee is $185 by mail or $205 in person or online, and the registration also carries the yearly renewal due December 31 each year.^{2, 3}

That fee is higher than forming a new Minnesota LLC, which costs $135 by mail, $155 online or in person. Which route fits depends on where the business actually operates and is taxed, so ask an accountant or lawyer. The foreign LLC guide explains the difference, and the state fees table compares Minnesota with neighbors such as Wisconsin and Iowa.¹