Think of all the people you communicate with regularly to run your LLC. Business partners, employees, banks, lawyers, and financial advisors all probably come to mind. But what about the state? It may not be at the top of your list, but running a successful LLC in Minnesota requires consistent interaction with the state.
Formation documents, business information changes, lawsuits, professional licenses, and Annual Renewals – all of these (and more) require you to work with state agencies. The good news is that you don’t need to do it yourself.
Introducing the registered agent. A Minnesota registered agent is an intermediary for your LLC, a person or company that handles your communication with the state. They’re a vital part of any LLC’s success. Before you file your Articles of Organization, you’ll need to have a designated registered agent. How? Why? Who? Read on to find out.
What is a Minnesota Registered Agent & is it Necessary?
An LLC cannot be formed or do business in Minnesota without first having a registered office and agent on file with the Secretary of State. This is required by law and the penalties can be serious. The state doesn’t require you to choose a specific agent, but if you don’t, whoever receives resides and receives mail at the registered office will serve as one. Maintaining a registered agent doesn’t just keep you in good standing. It also provides an important service.
Think of your registered agent as your ambassador to the state, handling all your LLC’s important legal, tax, and compliance information. This can either be an individual, company or registered agent service, as long as they agree to the appointment and meet the state’s requirements.
As soon as they’re appointed, your registered agent must be consistently available in Minnesota to receive and act on mailed documents and service of process. If your LLC does not assign or maintain a registered office and agent, you risk having the Articles of Organization (or later, the Annual Renewal) rejected.
And don’t let your LLC go without a registered office and agent on record with the Secretary of State. If you don’t maintain a place to receive service of process and other important communications, your company can be administratively dissolved.
What are the Requirements of a Registered Agent?
Before you list an agent on your Articles of Organization or other documentation, confirm that they meet the state’s requirements. Every Minnesota registered agent must:
- Be an individual Minnesota resident or a business entity authorized to do business in Minnesota.
- Have a physical address in Minnesota (P.O. boxes not allowed)
- Have a mailing address in Minnesota (can be identical to the physical address)
One of your LLC’s own members or managers can serve as its registered agent; you can even appoint yourself. However, an LLC cannot be its own agent.
When you file the Articles of Organization, your document won’t be complete until you’ve designated a valid registered office and, if you choose, registered agent. Here’s what you’ll see on the form itself:
When you’ve got potential options for your registered agent, review each one to make sure that they meet these requirements. If they do, you’re good to go! If not, you’ll need to keep looking.
Who can be a Registered Agent in Minnesota?
Minnesota’s registered agent requirements are pretty broad, so you’ll have no shortage of options. On top of that, your agent can be either an individual or a professional service. But think carefully before choosing, because each option has its own pros and cons. Let’s take a closer look.
You may choose to appoint a single person as your registered agent. Some LLC owners take on registered agent duties themselves. Others appoint one of their partners or managers. Some will even appoint a family member. As long as the proposed agent fulfills the state’s requirements, they’re a valid option.
In addition to being a Minnesota resident, your agent must not currently be establishing residency or receiving benefits in another state, even if that residency is still forthcoming.
Some smart registered agent choices include attorneys, accountants, or other LLC partners, people who understand the ins and outs of business operations.
- Convenience – Having familiarity and mutual trust with your registered agent is extremely beneficial, and appointing an acquaintance can provide both. Plus, you’ll always know how to contact them.
- Cost – Hiring someone you know often won’t cost a dime. It’s certainly cheaper than a professional service.
- Scheduling – Part of a registered agent’s duty is being consistently available to receive mailed documents and service of process. If your agent goes on vacation or moves out of state, it will throw a wrench in your plans.
- Punctuality Risks – Some state communications and filings are very time-sensitive. If your agent is unavailable when documents are delivered, it could slow down the entire process and put you at risk for late fees and penalties. Even worse, a friend or family member could lose or misplace a document. So if you’d rather not interrogate Aunt Louise about the location of a particular tax form, you might consider using a registered agent service instead.
Registered Agent Service
If safety and reliability is your goal, hire a registered agent service. A business acting as your registered agent must be either a domestic entity in Minnesota or a foreign entity who has foreign qualified in Minnesota.
- Privacy – Some documents delivered to your registered agent will contain sensitive information. Do you want details about your lawsuit or taxes lost out there in the world? Definitely not. A friend or family member might misplace these documents, but a professional service will not. Plus, in Minnesota, all registered agent names and addresses are available to the public. This might make an individual uncomfortable, but hiring a company will keep this personal information off the record.
- Reliability – Handling and processing time-sensitive documents is a registered agent service’s specialty, its area of expertise, its main game. Hire a professional service and you can be sure that your filings will be submitted properly and punctually, so you’ll never have to deal with late fees or other penalties.
- Location – Many registered agent companies offer service in most or all 50 states, so if business is booming and you decide to expand outside Minnesota, you won’t need to find a new agent for each state.
- Cost – There’s no getting around it – hiring a service costs more than appointing an individual who’s willing to do it for free. However, for a reasonable price (roughly $100/year), you’ll receive premium services. Taking your car to a mechanic costs more than letting your neighbor try to fix it, but the mechanic gives you peace of mind that the job will get done right, and that may very well be worth the cost.
All of the other steps in the LLC formation process will keep you busy, but take some time to ensure you find a registered agent that fits with your business model, goals, and values. Do this, and your LLC will reap the benefits for years to come.
How to get a Free Registered Agent in Minnesota
Here’s a pro tip: you can get the reliability of a registered agent service and the cost-effectiveness of an individual. The best of both worlds. When you hire certain LLC services to start your business, they’ll throw in free registered agent service.
How it Works
Hire a company like IncFile or Northwest Registered Agent to form your Minnesota LLC. In addition to taking care of your Articles of Organization and other formation requirements, they will automatically include a registered agent. It’s a great two-for-one deal.
And an LLC service is pretty affordable – $135 for the Minnesota LLC formation fee, plus a $49 or $79 service fee. That’s great value for the number of benefits you receive. Some services will even cover and consolidate your LLC formation costs.
Take this route and you’ll sweep all formation paperwork and registered agent duties off your plate. Plus, to keep track of everything, these services provide user-friendly online dashboards, so you can follow everything they’re doing to keep your LLC in good standing.
Registered Agent Changes and Resignation
You may have a wonderful registered agent, someone who takes care of everything efficiently and who you trust completely. But you know what they say: all good things must come to an end. At some point in the life of your LLC, you may need to change your Minnesota registered agent.
There are two ways to make this change. The first (and fastest) is through the Secretary of State’s online filing system. The second is by downloading and completing a Notice of Change of Registered Office/Registered Agent form, then mailing or hand-delivering it to:
Minnesota Secretary of State – Business Services
Retirement Systems of Minnesota Building
60 Empire Drive, Suite 100
St Paul, MN 55103
Mailed documents cost $35 while online and in-person filings are $55.
There are a number of reasons you might need to file for a change, but the most common is a current registered agent’s resignation.
But don’t worry, you’ll never be surprised by an agent’s departure because the state requires resigning agents to notify their companies first. Then, after submitting an official resignation to the state, your agent will retain their duties for 30 days, allowing you time to find a replacement.
But don’t drag your feet! After that 30 days, your agent is gone, and an LLC that goes more than 60 days without a valid registered office or agent on file can be administratively dissolved.
Have Questions or Concerns?
This guide contains almost everything there is to know about Minnesota registered agents. However, you might have a unique situation that requires additional information. Reaching out to the Minnesota Secretary of State is easy, and they’ll have the answers you need. Here’s how to go about it:
Visit Their Website
You’ll likely find answers to your questions on the Secretary of State website, which has a lot more information on the entire LLC formation process, including registered agents.
Give Them a Call
Sometimes it’s preferable to speak with a real person, so if you’d like to call, reach out to their St. Paul office at (651) 296-2803 in the Twin Cities metropolitan area or (877) 551-6767 in the Greater Minnesota area.