You have a big idea, truckloads of ambition, dreams of a thriving Minnesota LLC, and you’re mentally prepared to make it happen.
But the Chinese philosopher Lao Tzu once said, “a journey of a thousand miles begins with a single step,” and for you, that first step is filing the Certificate of Formation.
With such grand plans, the last thing you might want to do is file paperwork, but completing the Certificate of Formation is what authenticates your LLC, making it official in Minnesota. It’s perhaps the most important step in starting your Minnesota LLC. Following this guide will help take the tedium out of paperwork and get your business started quickly.
But before you dive into the Certificate of Formation, you should have a few pieces of information ready to help streamline the process.
Recommended ✔If you want to make sure your LLC is formed correctly, hire an LLC service. Below are the top two that will take care of all the legal paperwork:
If getting the most value out of an LLC service is your priority, choose ZenBusiness. They charge one of the lowest rates online and include all the most important features when starting a business. Read Review. If you're on a strict budget and prefer using the cheapest LLC service, choose IncFile. They will form an LLC for free (plus state filing fee) and give you great features along the way. Read Review.
If getting the most value out of an LLC service is your priority, choose ZenBusiness. They charge one of the lowest rates online and include all the most important features when starting a business. Read Review.
If you're on a strict budget and prefer using the cheapest LLC service, choose IncFile. They will form an LLC for free (plus state filing fee) and give you great features along the way. Read Review.
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.
IMPORTANT: Don’t forget to get your business domain name so nobody else can use it. This will protect your brand and make things much easier for you down the road. Secure it easily through GoDaddy.
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 is 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 form 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.
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.
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
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. 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 perks 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 has 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.