LLC Minnesota: How to Start a Minnesota LLC in 2026

Minnesota LLC at a glance

An LLC in Minnesota costs $155 to form online and nothing a year in state filing fees, as long as the annual renewal is filed by 31 December. The Secretary of State’s business filing fee schedule lists the Articles of Organization at $155 online or in person and $135 by mail, and the annual renewal at $0.

If you live or operate in Minnesota, forming here keeps your costs low. If you are outside the US and have no Minnesota connection, compare state running costs first in our LLC state fee comparison tool.

How to start an LLC in Minnesota

You start an LLC in Minnesota by filing Articles of Organization with the Secretary of State, naming a Minnesota registered office and at least one organizer, and paying $155 online. Then you get an EIN and register for taxes. Here are the steps in order.

1. Choose and check the name. The Articles of Organization form says the name "MUST include the words Limited Liability Company or abbreviation LLC", and may not include "corporation" or "incorporated" or their abbreviations. Search the Secretary of State’s business records before you file.
2. Set up the registered office. You need a Minnesota street address; a PO box alone is not accepted. The form states "An Agent is not required", but if you name one, the agent must be at the registered office address. Our registered agent service provides both.
3. Name the organizer. At least one organizer signs. The form defines a person as an individual aged 18 or over or an entity such as a corporation, trust, partnership or LLC. Each organizer gives a name and address.
4. File the Articles of Organization. File online or in person for $155, or mail the form with $135 to the Secretary of State in Saint Paul. Add an email address for official notices. Our articles of organization guide explains the form in general.
5. Sign an operating agreement. Minnesota does not ask you to file it, but it records ownership and management, and banks usually want to see it.
6. Get an EIN. The EIN is free from the IRS. Owners with an SSN or ITIN apply online; others apply by fax, mail or phone, per the IRS EIN page. Our EIN application service handles the no-SSN route.
7. Register for Minnesota taxes you need with the Department of Revenue, such as sales tax or withholding.
8. Set a reminder for 31 December starting next year, for the free annual renewal. Our compliance deadline calendar can do this.

Want our filing team to handle it? We check the name, prepare and file the Articles, and store them in your portal. The package includes a Minnesota registered office and agent, a US address with mail forwarding and your EIN letter.

Minnesota LLC cost

The Minnesota LLC cost in state filing fees is $155 in the first year if you file online, and $0 in each later year if the renewal is on time. Every Minnesota LLC fee is $20 lower by mail than online or in person. The official fees from the fee schedule are:

So the arithmetic is: $155 online (or $135 by mail) at formation, then $0 a year. If you forget a renewal, the cheapest fix is $65 by mail or $85 online, which is more than the renewal ever costs. The Secretary of State describes the higher online and in-person fees as covering expedited service. Some multi-member LLCs may also owe the Minnesota minimum fee, covered in the tax section below. A commercial registered agent or filing help is extra.

Minnesota LLC registration and what is public

Minnesota LLC registration puts the Articles on the public record with the Secretary of State. The Articles carry the LLC’s name, the registered office address, the agent if you name one, and the organizers’ names and addresses. Because the organizer’s address appears, founders who value privacy often let a filing service act as organizer and use a commercial registered office rather than a home address.

After formation, changes to the registered office or agent cost $55 online or $35 by mail, and other changes to the Articles go through an amendment at the same price. The Minnesota LLC forms page has each form.

Minnesota LLC annual report (the annual renewal)

Minnesota calls its annual report the annual renewal. It is due by 31 December every year starting the year after formation, and it is free if the LLC is active and in good standing. Minnesota Statutes section 322C.0208 says the renewal is filed "Each calendar year beginning in the calendar year following the calendar year in which a limited liability company ... files articles of organization", and that "no fee is required to file an annual renewal".

• Fee: $0 when filed on time. The annual renewal form says "There is no fee for filing the annual renewal if the entity is active and in good standing."
• Due: 31 December. An LLC formed in 2026 files its first renewal during 2027.
• If missed: the form warns that failure to file by 31 December "will result in the termination or revocation of this limited liability company without further notice". Section 322C.0705 provides for administrative termination.
• Reinstatement: file the current year’s renewal and pay $65 by mail or $85 online or in person. The fee schedule notes that entities inactive for more than six years cannot reinstate online.

Minnesota registered agent

Minnesota is unusual: a Minnesota LLC must have a registered office in the state, but a registered agent is optional. The Articles form says the registered office needs a Minnesota street address (a PO box alone is not enough) and that "An Agent is not required." If you do appoint one, the agent must be located at the registered office.

In practice, the registered office is where legal papers are delivered, so it must be an address someone checks. Minnesota residents can use their own business address. Founders outside the state usually use a commercial provider so papers are received and forwarded, which our registered agent service does. Changing the office or agent later costs $55 online or $35 by mail.

State taxes that affect a Minnesota LLC

A Minnesota LLC pays no yearly filing fee to the Secretary of State, but two Department of Revenue charges can apply depending on the business: the minimum fee and sales tax.

• Minimum fee: the Department of Revenue’s minimum fee page applies it to partnerships and S corporations, which includes LLCs taxed that way. For 2026 no fee is due if Minnesota property, payroll and sales total less than $1,280,000; at $1,280,000 to $2,559,999 the fee is $260, rising in bands above that. Partnerships with more than 80% of income from farming are exempt.
• Sales tax for remote sellers: the Department’s remote seller FAQs say sellers outside Minnesota must collect once they have 200 or more retail sales shipped to Minnesota, or more than $100,000 in retail sales shipped there, in the prior 12 months. Registration must start by the first day of a month no later than 60 days after crossing the threshold.
• Local sales taxes: Minnesota administers local sales taxes alongside the state tax, so the rate depends on the delivery address.

How your LLC is taxed (partnership, disregarded entity or corporation) changes which Minnesota returns apply. Decide that with a licensed tax professional. If you need a sales tax account, our sales tax registration service can file the application.

Forming a Minnesota LLC as a non-resident

You can form a Minnesota LLC without living in Minnesota or the US. The organizer can be any adult or entity, and the only in-state requirement is the registered office. A founder abroad should note a few extra points.

• Registered office: you need a Minnesota street address, so use a commercial provider.
• EIN: without an SSN or ITIN, apply by fax, mail or phone.
• Form 5472: a single-member LLC wholly owned by a foreign person files Form 5472 with a pro forma Form 1120 every year, even with no income. The penalty for not filing is $25,000 and the form cannot be e-filed. See our Form 5472 guide.
• BOI: US-formed LLCs no longer file beneficial ownership reports with FinCEN under the final rule published 14 August 2026.

Minnesota’s free renewal keeps running costs low, but the $155 formation fee is higher than some states and there is no reason to choose it without Minnesota business. Founders with no US ties usually compare Wyoming and New Mexico; see our Wyoming vs Delaware vs New Mexico LLC comparison and best state for an LLC. If you will have Minnesota staff, premises or customers, forming here avoids registering an out-of-state LLC too. Whether you owe US income tax depends on whether you have US trade or business income; a licensed tax professional should review that.

How to dissolve a Minnesota LLC

Closing a Minnesota LLC has two filings with the Secretary of State, each $55 online or in person or $35 by mail: a Statement of Dissolution while you wind up, and a Statement of Termination at the end.

1. Dissolve. The LLC dissolves on an event listed in section 322C.0701, such as the members’ consent or an event in the operating agreement. The Statement of Dissolution form says it "does NOT dissolve a Limited Liability Company"; it records that the company has already dissolved and is winding up.
2. Wind up. Pay creditors, file final state and federal returns, close tax accounts with the Department of Revenue and close bank accounts. A foreign-owned single-member LLC files a final Form 5472.
3. Terminate. File the Statement of Termination, which cancels the registration and moves the record to the inactive file.

Our LLC dissolution service can prepare both filings.

Doing it yourself vs using Borderless Filings

You can file Minnesota Articles yourself for $155 online or $135 by mail, and the renewal is a free online form each year. If you have a Minnesota address for the registered office, doing it yourself is realistic.

Our service adds a name and office check before filing, submission by our filing team, a Minnesota registered office and agent, a US address, the EIN without an SSN, secure document storage, and a reminder before each 31 December renewal. Prices are on our pricing page, with the state fee at cost, and you can start your order online. Neighboring states: Wisconsin LLC, Iowa LLC, North Dakota LLC and South Dakota LLC, or see all US LLC states.

Sources

• Minnesota Secretary of State: Business Filing and Certification Fee Schedule
• Minnesota Secretary of State: Minnesota Limited Liability Company Forms
• Minnesota Secretary of State: Articles of Organization for a Limited Liability Company (rev. 7/1/2025)
• Minnesota Secretary of State: Limited Liability Company Annual Renewal (rev. 7/1/2025)
• Minnesota Secretary of State: Statement of Dissolution
• Minnesota Secretary of State: Statement of Termination
• Minnesota Statutes 322C.0208: Annual report for Secretary of State
• Minnesota Statutes 322C.0705: Administrative termination
• Minnesota Department of Revenue: Minimum Fee
• Minnesota Department of Revenue: Sales Tax FAQs for Remote Sellers
• IRS: Get an employer identification number
• IRS: Instructions for Form 5472
• FinCEN: Beneficial Ownership Information Reporting

Fees, deadlines and rules on this page were last checked on 27 September 2026.