How to File Minnesota LLC Articles of Organization

Choosing an LLC Name

Before anything else, you will need to decide on an LLC name. You must include a business name on your Articles of Organization, and if the Secretary of State deems that name unacceptable or unavailable, the document will be rejected, so make sure you nail down a good name right away.

The state will only accept your LLC name if it fulfills certain requirements. So, be sure to use the words “limited liability company” or the abbreviation “LLC” and avoid the terms “corporation,” “incorporated,” and any abbreviation thereof. Further, your name should be expressed in English characters and not imply any unpermitted or illegal business purposes. Most importantly, your name cannot already be in use. To find out if your name is distinguishable from all others reserved or registered with the Secretary of State, perform a business name search.

Once you’ve found your perfect name, include it on your Articles of Organization to automatically register it. In the event that you’re not quite ready to file an LLC, you can place a one-year hold on your name by submitting a name reservation request.

Choosing a Minnesota Registered Agent

A registered agent is your LLC’s liaison to the state, the mediator who takes care of all your important legal, tax, and compliance documents, keeping your business in good standing. Your Articles of Organization will be rejected if you do not include registered office and agent information. You don’t need to list a specific registered agent, but if you leave that section blank, whoever resides at the registered office will perform the agent’s duties.

Registered agents can be either individuals or business entities. If you’d prefer an individual, that person must be a Minnesota resident with a physical in-state address. And if you would like to hire a business entity – like a registered agent service – it must be authorized to do business in Minnesota.

Quick Note: If your first choice doesn’t work out, don’t worry. You can always change your registered agent in the future.

Preparing to File Your Minnesota Articles of Organization

Now for the main event: the Articles of Organization. Here’s your opportunity to get your LLC officially on record and authorized to conduct business in Minnesota.

Surprisingly, the Articles of Organization are pretty short and sweet. If you collect all the necessary information before sitting down to complete it, you’ll breeze through in no time. Here’s what you will need to provide:

• The LLC name
• Registered office address
• Registered agent name
• Organizer names, addresses, and signatures
• An email address for official notices
• Name and phone number of a contact person

Also included is the Minnesota Business Snapshot, a brief and optional survey that asks for general business and owner information.

The last thing you should prepare is payment. Mailed documents cost $135 and are processed in 5-7 business days, while online and in-person submissions cost $155 but receive expedited (same-day) processing.

Filing Options

Whether your business dealings are entirely digital or you like to leave a paper trail, there’s a filing method for you. You can submit your Articles of Organization online, by mail, or in person.

Online Filing

This is the quickest and easiest way to file, and you can complete the entire process through the state’s online filing system. You will need to create an account if you don’t already have one. Once you’re logged in, select the “Business Filings Online” tab, then “File a New Business or Nonprofit” and choose “Limited Liability Company (Domestic).” You’ll be done before you know it.

Filing by Mail

Download and complete a paper application. When finished, include your payment and mail to:

Minnesota Secretary of State – Business Services

 Retirement Systems of Minnesota Building 

60 Empire Drive, Suite 100 

St Paul, MN 55103 

In-Person

Live in St. Paul? You’re also welcome to walk in your document at the same address.

What About Foreign LLCs?

The process outlined above works for domestic LLCs (those formed in Minnesota), but what if your business is expanding to Minnesota from another state? In this case, forget about the Articles of Organization because your LLC will have different requirements.

Your ticket to doing business will be the Certificate of Authority to Transact Business in Minnesota, available both online and as a hard copy. The Certificate of Authority costs $185 to file via mail or $205 to file online or in person (including expedited service). Successfully filing this document will foreign qualify your LLC, making it eligible to do business in the state. Don’t attempt to conduct any type of business activities before foreign qualifying, as it can result in some pretty serious fines and penalties.

But after you’ve received authority to do business, you’re free to open your LLC’s doors in Minnesota.

Want Help Filing Your Articles of Organization?

Let’s be honest: you’ve got a lot on your plate. Filing paperwork can take time away from your other tasks, ones more focused on setting your budding LLC up for success.

The good news is that you don’t need to file the Articles of Organization yourself. But if an attorney is out of your price range, hiring an LLC creation service is a great option.

There’s no shortage of business incorporation services out there, but not all of them are equal. Each one offers different packages, costs, and processing times, so it’s important to find the right fit for your LLC.

While each service has optional upgrades and feature packages, on the most basic level, they will review your business information, prepare your formation documents, and submit them to the Minnesota Secretary of State. They will complete everything outlined in this guide and notify you when your Articles of Organization have been filed. You won’t have to lift a finger.

There are other benefits too. Some services will include a year of free registered agent service when you hire them. Other services offer order tracking, notifications on future documents (like annual reports), assistance drafting your operating agreement, or coverage of certain LLC formation costs.

Important Post-Formation Compliance Issues

Once you’ve successfully filed your Articles of Organization, your LLC is an official business entity in the state of Minnesota. However, this doesn’t mean that your responsibilities have come to an end. There are several other steps you’ll need to take if you want to operate a compliant LLC for years to come.

Acquire a Federal Tax ID Number (EIN)

While an EIN isn’t a requirement for Minnesota LLCs, we strongly recommend that every entrepreneur obtains one. An EIN enables your LLC to hire employees, open business bank accounts, file taxes, and take care of several other important aspects of LLC maintenance. Even if you operate a single-member LLC with no employees, you should still have an EIN for your business.

Set Up a Financial Infrastructure

One other crucial step is to solidify the financial aspects of your LLC, first by opening a business bank account. You must have separate bank accounts for your personal use and for business purposes, as this will help you keep your personal and business assets separate, a vitally important consideration for any entrepreneur. If you commingle these assets, you leave yourself wide open for lawsuits, as it would be easy for someone to claim that your business is simply an extension of your own personality and not a separate entity from you as a person.

The other portion of this step is to set up an accounting system. This can either mean that you hire an accountant to take care of your LLC’s bookkeeping, or you could acquire high-quality accounting software like QuickBooks. Either way, you need a reliable means of keeping detailed records for each financial transaction your LLC executes. This is another vital part of keeping your personal and business assets separated, and it will also be enormously helpful come tax time.

Acquire Licenses and Permits

The next step involves obtaining any industry-specific licenses and permits your LLC may need to operate in compliance with state laws. Depending on the nature of your LLC’s business, you may require several permits or you may be able to operate your LLC without any state-level licenses.

Thankfully, Minnesota makes it very easy to figure out your business’ licensing needs. All you need to do is visit the state’s Business Licenses and Permits page and you’ll find the license and permit applications you require. Make sure to check with your county and locality as well, as there may also be licensing requirements for your business on these levels.

Obtain Business Insurance

This step isn’t a requirement, but it is a strong recommendation. The exact insurance policies your business needs will vary based on the type of products and services you offer, but most LLCs should at least have a general liability insurance policy to protect against common perils like slip-and-fall accidents. In some industries, you might need several different insurance policies to cover all of your financial bases, so do your research ahead of time to determine which types of insurance you should purchase.

File Your Annual Renewals

Each year, every LLC in Minnesota must file an annual renewal. This report includes some basic information about your business and keeps the state updated regarding any important changes to your LLC’s structure. The information you’ll need to file this report typically includes your LLC’s Minnesota Secretary of State filing number, home jurisdiction, business name, registered agent name and address, principal office address, manager name and address, and email address.