How do I form an LLC in Minnesota?

File Articles of Organization with Minnesota Secretary of State, Business Services (fee: $135) [§ 322C.0201]. You also need a registered agent in Minnesota, an EIN from the IRS, and an operating agreement.

What is the difference between an LLC and a corporation?

An LLC offers more flexible management and pass-through taxation. A corporation has a formal board/officer structure and can issue stock. LLCs are typically simpler and less expensive to maintain.

Do I need an operating agreement for my LLC?

While not always legally required in Minnesota, an operating agreement is strongly recommended [§ 322C.0110]. It defines member roles, profit sharing, and procedures for adding/removing members or dissolving the LLC.

How long does it take to form a business in Minnesota?

Processing times vary. Check with Minnesota Secretary of State, Business Services[src:https://www.sos.state.mn.us/business-liens/|Minnesota SoS] for current processing times and expedited filing options.

What is a registered agent and do I need one?

A registered agent is a person or company designated to receive legal documents on behalf of your business. Every LLC and corporation in Minnesota must maintain a registered agent with a physical address in the state.

Topic guideUpdated 2026-02-27

Minnesota Business Formation — LLC, Corporation & More

How to form an LLC or corporation in Minnesota, filing fees, annual reports, and entity comparison.

Choosing the right business entity is one of the most important decisions you will make. Minnesota recognizes several entity types, each governed by specific statutes §322C.0201.

LLC Formation

The most popular entity for small businesses. To form an LLC in Minnesota:

Choose a unique name (check availability with Minnesota Secretary of State, Business Services)

File Articles of Organization with Minnesota Secretary of State, Business Services (fee: $135) §322C.0201

Check Minnesota's registered office and Registered agent requirements for your entity type and designate accordingly

Create an Operating Agreement §322C.0110 (not always required by law, but strongly recommended)

Obtain an EIN from the IRS

Corporation Formation

Choose a unique corporate name

File Articles of Incorporation (fee: $155)^{[Minnesota SoS]}

Appoint directors and officers

Adopt bylaws

Issue stock certificates

Hold initial board meeting and document minutes

Annual/Periodic Filing Requirements

Minnesota LLCs and corporations must file annual renewals with the Secretary of State. LLC annual renewal fee is $0 (no fee for online renewals); $25 paper. §322C.0209.

Entity Comparison

	LLC	Corporation	Sole Proprietorship
Liability Protection	Yes	Yes	No
Formation Filing	$135^{[Minnesota SoS]}	$155^{[Minnesota SoS]}	None
Annual Filing	Required	Required	None
Taxation	Pass-through	Double (C) or Pass-through (S)	Personal
Management	Flexible	Board/Officers	Owner

✓An LLC offers the best combination of liability protection and tax flexibility for most small businesses. Consult an attorney or CPA before choosing your entity type.

Prepare for Your Consultation

Quick checklist (Small Business)

Gather these before your first consultation.

Business formation docs

(articles of org., EIN, operating agreement)

Contracts and agreements

(client contracts, vendor agreements, leases)

Licenses and permits

(business license, permits, tax registrations)

General preparation tips only. Specific needs depend on your state and business type.

No Obligation

Ready to Talk to a Lawyer?

Submit a short intake form and a participating Minnesota attorney who handles this type of matter may reach out to you. No commitment required.

Request a Free Consultation →

No attorney-client relationship is created unless you later sign an engagement agreement. Participating attorneys may pay a marketing fee to receive inquiries.

Common Questions