Start a Minnesota LLC for FREE^*

Businesses can save up to $2,500 per year with a Rocket Legal+™ membership. This calculation is based on total savings on an initial business registration and registered agent, trademark, and business tax filing services for Rocket Legal+ members (a total cost of $924.97) compared to Rocket Legal members (a total cost of $1,949.96). This is in addition to savings on the average cost of 5 hours for document preparation by a non-Rocket Lawyer network attorney at the average attorney hourly rate in the U.S. of $300 (an estimated cost of $1,500 when purchased without any form of Rocket Lawyer membership) compared to unlimited use of customizable business documents for both Rocket Legal+ and Rocket Legal members at no extra cost.

LLCs are a type of business entity that have the key benefit of providing liability protection to its owners (referred to as members). This means the members’ personal assets are generally safeguarded against the company’s debts or legal disputes, except in cases where they may be personally liable under other laws. 

In the state of Minnesota, an LLC is defined as “a business structure that blends some of the characteristics of corporations and partnerships.” 

This combination gives business owners flexibility and simplicity in managing their operations, and is one of the main reasons why LLCs are so popular. Additionally, compared to corporations, LLCs typically have fewer legal compliance requirements and a more straightforward operational structure. 

Finally, LLCs allow business owners to pay taxes for business income as part of their individual taxes, although LLC owners may elect to pay their business taxes as a separate entity, similar to how a corporation is taxed. This can give business owners more flexibility to choose the tax classification that is right for them as they grow and evolve their business.

LLCs can protect your personal assets against business debts and lawsuits in many cases, as long as you take careful steps to separate your business and personal affairs and maintain compliance.

Here are some common ways to separate your affairs and stay compliant:

• Take care to maintain separate bank accounts.
• Keep your personal and business assets separate.
• Keep records of your business matters.
• Formally document business decisions.
• Conduct business under your business name.
• Uphold LLC compliance requirements in Minnesota, including:
  • Filing an Annual Renewal each year.

If you don't maintain your compliance obligations or fail to properly separate your business and personal matters, then you may be opening yourself up to personal liability for business activities or responsibilities.

You may want to register for an LLC in Minnesota when:

• You own or want to start a business in Minnesota, or want to expand an existing business into Minnesota, and want to stay legally compliant. 
• You own or want to start a business, and want more flexibility on how you will manage the business or pay taxes than a corporation would provide.
• You want to protect your personal assets from potential liability resulting from business you conduct in the state of Minnesota. 
• You own or want to start a business, and want to register in Minnesota to open accounts, lease or buy property, secure funding, or hire employees.

There are a few steps required to start your LLC in Minnesota, including:

• Find a unique name for your LLC. Minnesota has a few requirements on business names, including a requirement to be unique. You can search the state of Minnesota's database of business entities in the state to ensure your business' name is unique. Rocket Lawyer can also help you identify a unique name when you register your business.
• Provide a Minnesota address that will be used as your official LLC address. The address that you list may either be your home, an office, or another physical location, but it cannot be a PO box.
• Appoint a registered agent. A registered agent is the person or company that serves as the contact point between the state and the LLC. The registered agent also receives official correspondence from other businesses. In many cases, you can act as your own registered agent if you have a business address in Minnesota, but you may consider using a registered agent service if you are not located in Minnesota or would like an extra layer of privacy. Rocket Lawyer can act as your registered agent or specify your registered agent when you register your LLC.
• File your Articles of Organization with the state of Minnesota to register your LLC. Once you have a business name and registered agent identified, you can register your business as a Minnesota LLC with the Minnesota Secretary of State by filing your Articles of Organization. Rocket Lawyer can assist you in filing your LLC's Articles of Organization with the Minnesota Secretary of State.
• Obtain an Employer Identification Number (EIN) from the Internal Revenue Service (IRS). The EIN is crucial for tax filing, payroll management, employee payments, and opening a business bank account. Rocket Lawyer can assist you with securing your LLC's EIN in order to do these vital business tasks.
• Create your LLC Operating Agreement (Optional). In Minnesota, it is optional to have an LLC Operating Agreement, which helps govern the ownership structure, member rights and responsibilities, and decision-making process of your LLC, among other things.

To start an LLC in Minnesota, you must file a document called Articles of Organization with the state of Minnesota. This document may be referred to informally as an LLC's "Articles," or in other states, it may be called a "Certificate of Organization," "Certificate of Filing," or "Certificate of Formation."

In Minnesota, you will need the following information to file your Articles of Organization:

• The name of the LLC.
• The LLC's period of duration.
• The name and address of the LLC's registered agent.
• Names of the LLC's organizers.

In Minnesota, there are a few fees that you may be charged when you choose to start your LLC. They include the following:

State fee: $155

• Expedited processing fee: $60

Rocket Lawyer filing fee: $0 $99.99

• First filing FREE for RocketLegal+ members.
• Get additional filings HALF OFF with RocketLegal+.

Processing time: 7 business days

• Expedited processing time 5 business days

Note: The above state fees and processing times (including expedited processing fee and time) are provided as a summary and may encompass various fees mandated by your state or local authorities. If you have questions, speak to a Rocket Lawyer representative to understand the costs and processing times that apply to your specific filing.

Taxes for your LLC will depend on how you file and how much your LLC earns.

The default method for LLC taxes is called "pass-through taxes." This means that the profits and losses of the LLC are passed through to the individual members, who report them on their personal tax returns. The share of profits or losses each member receives and reports on their taxes is determined by the terms in the LLC's operating agreement. With pass-through taxes, the LLC itself does not file its own tax returns, and the owners only pay taxes on the business once. (Note: The term "pass-through taxes" is an informal term. Single-member LLCs are treated as a "disregarded entity" and taxed as a sole proprietorship, and LLCs with multiple members are treated as a partnership.)

With pass-through taxes, Social Security and Medicare taxes are not withheld from the members' paychecks, so they are responsible for paying these as "self-employment taxes" instead. In addition to Social Security and Medicare taxes, LLC members will need to pay taxes as a percent of their share of profits every quarter as estimated taxes. LLC members can also deduct business expenses and losses from their personal tax returns, which can significantly reduce the amount of profits reported to the IRS.

Alternatively, if the LLC members prefer not to utilize pass-through taxes, they have the option to elect for the LLC to be taxed as a corporation instead. This may be preferred when the corporate tax rate is lower. To elect a different tax classification, you need to file the necessary forms with the IRS.

If you do not want to tackle your LLC's taxes alone, our Rocket Tax services can help you by gathering some information about your business and then matching you with the right tax professional.

The state of Minnesota requires that the names of all LLCs in the state:

• Be in the English language or in any other language expressed in English letters or characters.
• Contain the words "limited liability company," or must contain the abbreviation "LLC."
• Not contain the word "corporation" or "incorporated" and must not contain the abbreviation of either or both of these words.
• Not contain a word or phrase that indicates or implies that it is organized for a purpose other than a permitted purpose.
• Are not too similar to existing LLCs in the state.

Rocket Lawyer can help you determine whether your business' name is eligible for registration in Minnesota and may be able to help you reserve the name before you file your LLC.

Any LLC that does business in Minnesota must file with the State of Minnesota. Minnesota does not outline any specific actions that constitute transacting business, however, these actions, among others, are not considered to be doing business in Minnesota:

• Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims or disputes.
• Holding meetings of its managers, governors, or members or carrying on other activities concerning its internal affairs.
• Maintaining bank accounts.
• Maintaining offices or agencies for the transfer, exchange, and registration of its securities, or appointing and maintaining trustees or depositaries with relation to its securities.
• Holding title to and managing real or personal property, or any interest therein, situated in this state, as executor of the will or administrator of the estate of any decedent, as trustee of any trust, or as guardian of any person or conservator of any person's estate.
• Making, participating in, or investing in loans or creating, as borrower or lender, or otherwise acquiring indebtedness or mortgages or other security interests in real or personal property.
• Securing or collecting its debts or enforcing any rights in property securing them.
• Conducting an isolated transaction completed within a period of 30 days and not in the course of a number of repeated transactions of like nature.

LLCs based in Minnesota are called "domestic LLCs," and out-of-state LLCs are called "foreign LLCs." Foreign LLCs and domestic LLCs may have different filing and compliance requirements -- Rocket Lawyer can help you navigate foreign LLC registration, regardless of where you live.

If you are planning to conduct business in another state, you may need to register an LLC in that state. Rocket Lawyer can help you determine which states you should register in. 

Other states may have their own rules for taxing foreign LLCs that originate in Minnesota or domestic LLCs that also operate in Minnesota. Talk to an attorney to understand the tax requirements for the state(s) in which you plan to operate.

Yes, LLCs with only one owner can still register their business in Minnesota. In this case, the LLC would be referred to as a single-member LLC (SMLLC), whereas if there is more than one owner, the LLC may be called a multi-member LLC. 

The main difference between single-member and multi-member LLCs lies in ownership structure and management. With a single-member LLC, you have full control over the business. In contrast, a multi-member LLC has multiple owners, each with a specific percentage of ownership as defined in the operating agreement. This means that in a multi-member LLC, owners share profits, losses, and tax responsibilities based on their ownership percentage.

However, many aspects of LLCs remain the same whether they are single-member or multi-member. Both types of LLCs default to pass-through taxation (though separate filing is an option), and owners can choose to manage the LLC themselves ("member managed") or hire designated managers to handle day-to-day operations ("manager managed").

An LLC is a structure establishing your business as an entity that can legally conduct business in the state(s) within which it is filed. Alternatively, an "Assumed Name" filing is a legal mechanism to specify another name under which you plan to do business. Assumed Names may also be called a "Fictitious Business Name" (or "FBN"), "Trade Name," or "Doing Business As" (or "DBA") and are commonly confused with sole proprietorships. While Assumed Names can help you specify a name for a business, they do not establish a legal business entity and also do not provide business owners with liability protection. In Minnesota, filing an Assumed Name is required if your business is planning to operate under a different name than the one that is filed with your Articles of Organization.

If you have an existing company and would like to conduct business under a new or additional name, an Assumed Name will allow you to conduct business with the new name through your existing LLC, S-Corp, C-Corp, or Nonprofit. If you're not sure if you should form an LLC or file an Assumed Name, a Rocket Lawyer representative can help you understand the differences and take the next step.

After organizing an LLC in Minnesota, the state requires you to:

• Establish a Registered Agent and Office: You'll need to have a Registered Agent and a Registered Office in Minnesota. If you don't have an agent or office, our Registered Agent Services can help you meet these requirements.

Although not required, you may also want to:

• Create an Operating Agreement: While creating an Operating Agreement is not mandatory, it's highly advisable. We can help you create your Minnesota LLC Operating Agreement online.
• Hold a meeting: A first meeting with members of an LLC is not required by law, but it is highly suggested in order to get organized. Also, unlike corporations, LLCs are also not required to maintain Meeting Minutes, but these documents are also recommended as they provide records for important decisions made.

An LLC is one of the easiest businesses to maintain. This is what you should keep in mind when looking to maintain your Minnesota LLC:

• You must file an Annual Renewal each year before the end of the calendar year.

The State of Minnesota does not have any regulations regarding specific documents that are to be kept by LLCs, but the state does require LLCs to provide certain documentation about the company's finances, activities and other circumstances to members and/or managers.