A Minnesota Limited Liability Company (LLC), which is a type or business entity that provides liability protection to its owner, has flexible management structure, can be taxed both as a passthrough entity and as a corporation, is an entity type.
Minnesota LLCs can be formed by filing the Articles of Organization with the Office of the Minnesota Secretary of State.
First, you need to choose a name for your business and set up your registered office. We’ll guide you step-by-step through the process of creating your LLC.
1. Name Your LLC
Minnesota’s LLC naming guidelines will apply to your business name. These guidelines can be found in Minnesota Statute SS322C.0108. Simply put, your LLC name must:
- Include the words or abbreviation “limited liability company”
- Other Minnesota businesses cannot take your place.
- Include the words “corporation,” or “incorporated”, but not an abbreviation.
- Your business shouldn’t be portrayed as offering services it isn’t authorized to offer. Example: You cannot call your bakery The Bagel Bank.
Is it possible to reserve a Minnesota business address?
Yes. If you are interested in a business name, but not ready to form an LLC, you can file a name reservation form with Minnesota Secretary of State. You will need to pay the $35 fee ($55 online). This will reserve your name for up one year.
Minnesota Statute SS322C.0113 says that every Minnesota LLC must maintain a registered office. Your registered address must be a physical location (not a P.O. A physical address is required for your business to receive legal mail from the Secretary. In order to keep your personal address private, you should appoint a Minnesota registered agency .
Are I required to appoint registered agents for my Minnesota LLC’s LLC?
No. Minnesota does not require LLCs that they appoint registered agents. This is unlike many other states. Hiring a registered agent to put your address on public documents is the best way for privacy. You won’t miss any important legal mail.
What does a registered representative do?
A registered agent allows you to accept legal mail and lawsuits on your behalf. If you do not have an agent registered for your business, then you will be responsible in receiving legal notices at your registered address.
You can be your own Minnesota registered agents.
Business owners often hire a registered agent to protect their business and ensure they don’t miss important legal notices.
3. Submit Articles of Organization LLC
To officially register your LLC, you need to complete the Articles of Organization form. This form can either be submitted online or by mail.
NOTE: All information contained in this form is public record
These are the details you need to include in your Articles Of Organization
Company’s name must include “limited liability corporation” or “LLC”. Registered address is required to be a street address and not a post office. box).
Registered Agent (optional) : An individual designated to receive legal mail in the name of your company.
Organizer. Name and address of person who completes your articles.
: Where Secretary of State will send off official notices.
Contact information. How the state contacts you if something is wrong with your filing.
Minnesota business snapshot (optional). – You can answer one or more of these questions about you business.
How can I ensure that my personal information is not made public?
Articles of Organization become public record. This means that if you fill out this form with your personal information, you will likely receive spam mail.
You can keep your personal information private by using a registered agent who will list your address and name on all forms.
4. A LLC Operating Agreement
An operating agreement, a legal document, is what outlines the rules, procedures, structure, and other details of your LLC. You can record everything you need, such as voting procedures and membership interests.
Minnesota requires LLCs to have an operating agreement.
Minnesota law doesn’t require LLCs to sign operating agreements. Minnesota Statute SS322C.0110 outlines operating agreements that may or may not be covered, but no Minnesota law requires an operating agreement.
Operating agreements are crucial documents for LLCs. Your operating agreement does not need to be filed with Minnesota Secretary Of State. However, if you don’t have one your business will be governed under Minnesota’s default LLC statutes.
Your EIN is your tax identification number that the IRS will use for your LLC. You can think of it as your business’ social security number. The IRS allows you to request an EIN online or via mail. Online is faster, but if your social security number is not available, you will need mail to apply.
Does Minnesota LLC require an EIN?
EIN is only required for LLCs that have employees and are taxed the same as corporations. To open a business bank accounts, however, you will almost always need an EIN. Another alternative is to provide your social security numbers to vendors and other business associates.
It’s essential to open a bank Account for your LLC. Why? LLCs have limited liability because they are separate legal entities and can be held responsible for their owners’ debts. If your personal spending is mixed with business, a court may decide that your company is not a separate legal entity. This could lead to you being personally liable for business debts.
To open a bank business account, bring the following documents:
- Minnesota LLC Articles of organization (a copy of which is fine)
- Operating agreement of the LLC
- EIN for the LLC
- If there are more than one member to your LLC, you can use an LLC Resolution for opening a Bank account.
8. File State Reports & Returns
Minnesota LLCs must file an annual renewal report every year. The Annual Renewal is used by the Secretary-of-State’s office to verify that your LLC has accurate contact and ownership information. The Minnesota Annual Renewal fee is waived. If you do not file it, the State will dissolution your LLC.