Form an LLC in Minnesota
Minnesota’s annual renewal is free, so there is no yearly state fee to keep your LLC alive. CountSure files with the Secretary of State and tracks the one December 31 deadline that matters. Free annual renewal – but miss December 31 and the LLC is terminated.
Requirements, costs & steps for an Minnesota LLC
Minnesota has one genuinely great feature for LLC owners: the annual renewal is free, so once you are formed there is no yearly state fee to keep the LLC alive. Two things surprise people at the start. Filing online actually costs more than filing by mail, because online filing is automatically expedited, and Minnesota does not force you to appoint a registered agent as long as you keep a Minnesota registered office. This guide covers the real costs, the filing order, and those quirks in plain terms. Want it handled for you? Our Minnesota LLC formation service files with the Secretary of State and tracks your December 31 renewal.
What you need to know?
Filing fee, online costs more:
$155 online or in person, or $135 by mail. Online and in-person filings are automatically expedited, so they cost more than mail, the reverse of most states.
Free annual renewal:
Minnesota’s annual renewal is $0 for LLCs in good standing, due December 31 each year. It is called a renewal, not an annual report.
Registered agent is optional:
A domestic Minnesota LLC does not have to name a registered agent; it can list NONE as long as it keeps a registered office at a Minnesota street address.
Miss the renewal and you are terminated:
Failing to file the December 31 renewal leads to administrative termination, though an LLC can reinstate by filing the renewal and a reinstatement.
No franchise tax on a standard LLC:
A pass-through Minnesota LLC pays no franchise tax; profits flow to members at the graduated 5.35% to 9.85% individual rate.
Minnesota LLC at a glance
The essentials for forming and maintaining a Minnesota LLC.
How to form an Minnesota LLC, Step by Step
Seven steps from name check through your free December 31 renewal.
Choose and check your LLC name
Your name must include “Limited Liability Company” or “LLC,” and be distinguishable from existing Minnesota entities. Search the Secretary of State’s business database. You can reserve a name for 12 months for $55 online or $35 by mail if desired.
Set up your registered office (agent optional)
Minnesota requires a registered office at a physical Minnesota street address. Unlike most states, naming a registered agent is optional for a domestic LLC; you may list NONE and simply keep the registered office current. Many owners still use an agent for privacy. CountSure can act as your registered agent.
File Articles of Organization
File through Business Filings Online for $155 (automatically expedited), or by mail for $135. You provide the LLC name, registered office address, the organizer, and a contact. Online filings are processed quickly; mailed filings take longer.
Create an operating agreement
Not required by Minnesota, but strongly recommended. It sets ownership, profit splits, and management, and reinforces your liability protection.
Get an EIN from the IRS
Free, and needed for banking, hiring, and to register with the Minnesota Department of Revenue.
Register for Minnesota taxes
Register with the Department of Revenue for sales and use tax (if you sell taxable goods) and withholding (if you have employees). If you will use a business name different from your LLC name, register the Assumed Name and publish it in a qualified newspaper for two consecutive issues.
Calendar your December 31 renewal
File the free annual renewal with the Secretary of State by December 31 each year. It is free, but missing it terminates the LLC, so set the reminder the day you form.
Naming & Member Requirements
A compliant name and a clear management structure keep your filing moving. Here’s what Minnesota requires.
- Required ending: “Limited Liability Company,” “LLC,” “L.L.C.,” “LC,” or “L.C.”
- Restricted words: Terms implying banking, insurance, or regulated activity generally need approval.
- Optional reservation: Reserve an available name for 12 months for $55 online or $35 by mail.
- Assumed name (DBA) with publication: A Minnesota Assumed Name (Certificate of Assumed Name) must be filed with the state AND published in a qualified legal newspaper for two consecutive issues.
- Members & management: One member minimum - Minnesota allows single-member LLCs, with no residency or age requirement. Minnesota LLCs are governed by their operating agreement (Minnesota’s LLC Act, Chapter 322C, allows a member-managed or manager-managed structure), set internally rather than in the public filing.
Ongoing Minnesota LLC Compliance & Taxes
Annual renewal, free, due December 31
This is Minnesota’s best feature for small businesses. Every LLC files an annual renewal with the Secretary of State by December 31 each year, and for an LLC in good standing it is free. Minnesota calls it a renewal rather than an annual report, and the deadline is a fixed statewide date, not your formation anniversary. The catch is the consequence: if you do not file the renewal, the LLC is administratively terminated. A terminated LLC can be brought back by filing the missed renewal along with a reinstatement, but it is far simpler to file on time. Because there is no fee and no reminder to pay, the renewal is easy to forget, so set a December reminder the day you form.
No franchise tax on a standard LLC
A Minnesota LLC taxed as a pass-through owes no corporate franchise tax. Note one wrinkle: Minnesota’s separate minimum fee applies to multi-member LLCs (those taxed as partnerships) once total Minnesota property, payroll, and sales are large enough, but single-member LLCs are exempt, and the fee is $0 until those combined Minnesota factors reach $1,280,000 for 2026. Most small LLCs owe nothing.
Income tax
A default LLC does not pay Minnesota income tax at the entity level. Profits pass through to members, who report their share on their Minnesota personal returns at the state’s graduated individual rate, which runs from 5.35% to 9.85% across four brackets and is among the highest top rates in the country. If your LLC elects C-corporation treatment, Minnesota’s 9.8% corporate franchise tax applies instead. Minnesota also offers a pass-through entity (PTE) tax election that can help owners work around the federal SALT cap.
Sales tax and licenses
Minnesota’s state sales and use tax is 6.875%, and many cities and counties add a local tax on top, so the combined rate varies by location. Register through the Department of Revenue if you sell taxable goods. Minnesota has no single statewide general business license, though many industries and cities require their own permits. Get a free EIN from the IRS.
Minnesota LLC Cost Breakdown
What you’ll actually pay to form and run a Minnesota LLC.
Insight From Our Team
“Minnesota has one of the best deals in the country for a small LLC, because the annual renewal is genuinely free. There is no yearly state fee to keep the entity alive, which over a few years adds up against states charging hundreds. But that same free renewal is what people forget, precisely because nothing bills them, and in Minnesota missing it does not just cost a penalty, it terminates the LLC. So we calendar December 31 from day one. Two other things I flag: online filing actually costs more than mail here because it is auto-expedited, and Minnesota does not even require you to name a registered agent as long as you keep a registered office in the state.”
Parth Shah
CountSure
Related Guides & Services
Frequently Asked Questions
It is $155 online or in person, or $135 by mail. Online and in-person filings cost more because they are automatically expedited. After that, the annual renewal is free.
Yes, for an LLC in good standing the annual renewal is $0. It is due December 31 each year. The important part is that missing it terminates the LLC, so file it even though there is no fee.
Not for a domestic LLC. You must keep a registered office at a Minnesota street address, but naming a registered agent is optional; you can list NONE. Many owners still use an agent for privacy.
Because online and in-person filings are automatically expedited. Minnesota charges $155 for the faster online or in-person route and $135 for standard mail, the reverse of most states.
The LLC is administratively terminated. You can reinstate it by filing the missed renewal together with a reinstatement, but it is much simpler to file on time each year.
No. There is no residency requirement for members or managers. You do need a Minnesota registered office address.
Get Started
Start your Minnesota LLC with CountSure
From the Articles of Organization and your registered office to the EIN and the free December 31 annual renewal, CountSure handles your Minnesota LLC end to end, so the one deadline that matters here never slips.
- Free 30-minute consultation with a CPA
- Fixed-fee, fully transparent pricing
- 100% remote - no travel or visa required
