Start a Minnesota LLC

1. Name your Minnesota LLC

Find a unique name for your LLC. Choosing a name for your business is the first step to forming an LLC in Minnesota. It’s a chance to be creative and really pin down what you and your business have to offer.

When thinking about how to name your LLC, keep in mind that your name should be unique and descriptive. The best name for your Minnesota LLC should:

• Set your business apart from the competition
• Allow consumers to identify your LLC’s purpose quickly
• Transfer easily to usage on the internet

Minnesota state law governs how LLCs are named. When thinking about and conducting your Minnesota business name lookup, follow these five guidelines:

• The name must be in English or any other language expressed in English letters or characters.
• The name must end with “LLC” or “Limited Liability Company.”
• The name must be different from the name of each domestic LLC, limited liability partnership, corporation, and limited partnership, and each foreign limited liability company, limited liability partnership, corporation, and limited partnership on file, authorized or registered to do business in Minnesota.
• The name can’t contain the words “corporation,” “incorporated,” or any abbreviations related to those words.
• The name can’t contain a phrase or a word that implies the business is organized for something other than its allowed purpose.

Minnesota LLC Name Search

You’ll need to conduct an online search to see if the name you want to reserve or register is in use. Checking name availability for your new limited liability company is done online through the Secretary of State.

You’ll need to create an online account and sign in to the website to search. Any name conflicts will be listed after you submit the search form.

Federal and State Trademarks

Even if the Minnesota Secretary of State approves your business name, that’s no guarantee that someone else hasn’t already claimed it with a federal or state trademark. It’s not always easy to see if your desired name is already trademarked because there’s no one central place to check. Some businesses even employ an attorney specializing in trademarks to see if they’re in the clear.

You can take some measures yourself, like searching the trademark database on the U.S. Patent and Trademark Office website. This can help you determine if someone’s already claimed a federal trademark on the name you want.

State trademarks are applicable only within the borders of a state. To see if anyone has a state trademark on the business name you want, contact the Secretary of State office. You can also apply for your own state trademark there. However, you can only do this by mail or in person.

In addition to checking these databases, it’s wise to do an internet search for your business name, including checking domain names, social media sites, and online phone directories.

Reserving a Business Name with the Minnesota Secretary of State

If you’ve chosen the perfect name but aren’t ready to register your LLC, you have the option to reserve it. This way, no one else can use it while you’re busy figuring out the rest of your business plan. To reserve your business name, you pay a fee and complete a Request for Reservation of Name form.

Your Minnesota LLC name reservation is valid for 12 months after the filing date. When the reservation expires, you can renew it for up to another 12 months. Reserving a name doesn’t count as registering the business; it reserves your right to register an LLC in that name at a later date.

Filing a DBA in Minnesota

If you’ve already registered your Minnesota LLC under one name but want to do business under another, you’ll need to file for an assumed name, also known as a “doing business as” (DBA) name. You’ll complete a Certificate of Assumed Name form and pay a fee for this service. 

Your assumed name certificate needs to be renewed every year. It’s free to do so if the assumed name is active and in good standing. However, if the certificate has expired, then you’ll need to pay to reinstate it. 

Minnesota law requires that you publish your original Certificate of Assumed Name and any following amendments in a qualified legal newspaper for two consecutive issues. This information must be published in the county where the principal place of business is located. The newspaper will send you an affidavit, or proof of publication, afterward. Be sure to hold onto it so that you can prove you followed the law.

2. Appoint a registered agent in Minnesota

Select a registered agent for your LLC. A registered agent is an individual or business that receives legal notices and certain correspondence from the Secretary of State on behalf of your LLC.

Minnesota law differs from most states in that a business entity formed under the laws of Minnesota may designate a registered agent in its formation document, but does not have to. Only business entities that formed under the laws of another jurisdiction must designate a registered agent when registering to do business in Minnesota. 

However, an LLC must still have a registered office where legal notices and state correspondence can be received. A registered office:

• Does not have to be the same as the principal place of business in this state or the principal executive office of the entity;
• Must be a physical street address and may not be a P.O. box or mailbox service.

If you appoint a registered agent, the agent can be:

• A natural person residing in the state;
• A domestic business entity; or
• A foreign (out-of-state) business entity authorized to transact business in the state.

The address of the registered agent and the address of the registered office must be the same.

You can be your own Minnesota registered agent, but you may not want to be. For example, if you’re the LLC’s registered agent and your place of business is the registered office, you could be served notice of a lawsuit in front of clients and employees.

Minnesota LLC Registered Agent Services

That’s where we come in to help ease the burden. A registered agent service like we offer many benefits, including:

• Meeting the legal obligations of the registered agent and office
• Offering privacy, security, and prompt service
• Always being available during business hours to receive notices when you otherwise may not be

To appoint a registered agent in Minnesota, you must include their name when you fill out the Articles of Organization form and file it with the Secretary of State.

3. File Minnesota Articles of Organization

File your paperwork with the state. The Articles of Organization officially registers an LLC with the government. To form your LLC in Minnesota, you must file the Articles of Organization form with the Secretary of State. You can file as an individual or with a business partner or partners. You’ll need the following information to complete the form:

• The name of the LLC
• The registered office address
• The registered agent’s name (if applicable)
• The organizer’s name, address, and signature
• An email address for official notices
• A contact name and daytime phone number

The fee for filing your Minnesota Articles of Organization is $155 for online filings and expedited services in person.

If you choose to mail your Articles of Organization, send it to:

Minnesota Secretary of State – Business Services
First National Bank Building

332 Minnesota Street, Suite N201

Saint Paul, MN 55101

(Note that this is a recent address change from the Minnesota Secretary of State – Business Services Retirement Systems of Minnesota Building address.)

Annual LLC Renewal in Minnesota

In addition, all Minnesota LLCs must be renewed every year by the end of December to avoid being shut down by the state. Most states have an “Annual Report” that must be filed every year along with a fee, but instead, Minnesota has this Annual Renewal form.

Fortunately, there is no charge for the Annual Renewal. If you need to change the company’s name, registered agent, or office address, you must submit an amendment form and LLC renewal form with an accompanying fee.

4. Create an operating agreement

Draft an LLC operating agreement. An operating agreement sets forth the rules for how your LLC and its members are going to work. According to state law, your MN operating agreement governs:

• Relations among the LLC members
• Relations between the members and the LLC
• Rights and duties of the managers
• Company activities and conduct
• Conditions for amending the agreement

Minnesota LLC Operating Agreement

It’s not required to file your operating agreement with the state, but it’s highly recommended to create and adopt an agreement. Otherwise, under Minnesota law, your LLC will be subject to default provisions that were created to apply to all LLCs without an operating agreement. An operating agreement also helps prevent conflict among members by putting all the terms in writing.

Once an operating agreement is signed by all the members, it becomes legally binding. You don’t need to file it with any government agency, but keep it with your other important legal business documents so you can refer to it easily. 

If you’re not sure how to go about creating an operating agreement for your LLC, we have a customizable template to help get you started.

Do I need an operating agreement if I’m the only owner?

It seems like most of the things in your operating agreement are intended to avoid disputes among the LLC members, so we understand why you might think you don’t need one if your LLC doesn’t have more than one member. But potential investors, future business partners, and others may want to see your operating agreement regardless.

Your operating agreement can also spell out what you want to happen to the business and its assets if you die or become incapacitated.

One more thing to keep in mind: Occasionally, someone will take an LLC owner to court to try to prove that the owner and the LLC are the same entity so that they can go after the owner’s personal assets (this is called “piercing the corporate veil”). If that happens, having an operating agreement in place is one more thing to further demonstrate to the court that the business owner and the LLC truly are separate.

5. Apply for an EIN

Get an Employer Identification Number (EIN). Unless you’re a single-member LLC without employees (and sometimes even then), you’re required to get an Employer Identification Number (EIN) from the Internal Revenue Service (IRS).

Even if you don’t legally need an EIN, most banks require one to open a business bank account. You might also need one to obtain credit to grow your business. 

You can get your LLC’s EIN through the IRS website, by mail, or by fax. If you don’t want to deal with that particular government agency, we can handle it for you. Our EIN service eliminates the hassle.

After you apply, you’ll receive a seven-digit number to use when it’s time to report and pay state business taxes. Your EIN will be used when filing federal taxes. 

Get a Minnesota Tax ID Number

Just as you need a federal tax ID number, you’ll likely need a state tax ID number. You can apply for one through the Minnesota Department of Revenue website. To do so, you’ll need:

• An EIN
• Your LLC’s name and address
• Your North American Industry Classification System (NAICS) code
• Business officers’ names and Social Security numbers
• Contact name and email address

Open a business bank account for your MN LLC

Once you’ve secured an EIN, you can open a business bank account. Having separate accounts for business and personal banking is critical for sorting out your finances at tax time. It also helps you avoid commingling funds.

Commingling funds makes your taxes more difficult to sort out, and it could also be used against you if someone takes you to court to challenge whether you and your LLC are truly separate entities (that is, they want to sue you for not just your business assets, but also your own assets). You may also want to get a business credit card to make small purchases and start establishing your company’s credit score.

We offer a discounted bank account for your new business. This allows for unlimited transactions, online banking, a debit card, and more. When you want to authorize others in your business to use the account, we offer a banking resolution template to simplify the process.For more help managing your new company’s finances, try ZenBusiness Money. It helps you create invoices, receive payments, keep track of deductible expenses, transfer money, and manage clients all in one place.

We can help

If you follow all the steps above, you should be the proud owner of a new LLC! But there’s still more to know than just how to start an LLC in Minnesota. You need to know about things like hiring employees, getting business licenses and permits, getting additional financing if you need it, how to make changes in your business, and how to stay in compliance with the government.

We offer many services beyond just helping you form your LLC. Our business experts can also give you long-term business support to help run and grow your company. 

So, if the paperwork of starting a business feels frustrating, we can help. Let us take care of LLC formation (starting at $0), compliance, and more. That way, you can get back to running your dream business, whether it’s a nail salon in Duluth or a Christmas tree farm in Eagan.