How to form an LLC in Minnesota (2026)

File a domestic Minnesota LLC with the Minnesota Secretary of State when you live in Minnesota and will do the work from Minnesota. Articles of Organization cost $155 online or in person and $135 by mail on the SOS Articles form. Five steps: confirm Minnesota facts, gather the Articles with a Minnesota registered office, file online, pay $155, then get a free EIN. Compare structures on LLC vs sole proprietorship.

How much does it cost to form an LLC in Minnesota?

The Minnesota Secretary of State Articles of Organization form lists a $155 filing fee for in-person and online filings, which get expedited service, and $135 if submitted by mail (re-checked 13 October 2026). The yearly Annual Renewal is free while the LLC stays active and in good standing. Pay what the portal shows and keep the receipt.

How do I file Minnesota Articles of Organization online?

Start from the Minnesota SOS Start a Business page and open the online business filing for a domestic LLC under Chapter 322C. Enter a distinguishable name, a Minnesota registered office street address, and the organizer, then pay the $155 online fee. The filed Articles are your formation proof; keep the receipt.

Does a Minnesota LLC need a registered agent?

Minnesota requires a registered office with a Minnesota street address on the Articles of Organization and each Annual Renewal; a P.O. box alone will not do. Naming a registered agent is optional on the form, but the office address must reach the company reliably. DIY versus commercial tradeoffs: Registered agent basics.

When is the Minnesota LLC Annual Renewal due, and what does it cost?

By December 31 every year, starting the calendar year after formation. The SOS renewal form says there is no fee when the LLC is active and in good standing. Missing it ends in administrative termination; reinstating then costs $85 online or in person or $65 by mail, per the same form (re-checked 13 October 2026).

Do I get an EIN before or after the Minnesota LLC?

After. The IRS tells applicants to form the state entity first, and the EIN application on IRS.gov is free. Apply the same day the Minnesota SOS files your Articles of Organization if you need a business bank account right away. Walkthrough: Get an EIN; then open a first business checking account.

Does a Minnesota LLC need newspaper publication?

No. The Minnesota SOS Articles of Organization form and Annual Renewal form include no newspaper publication step for a standard domestic Minnesota LLC under Chapter 322C. Skip any “Minnesota LLC publication” add-on a vendor tries to sell you. New York is different and does require publication; see How to form an LLC in New York.

Minnesota LLC fee table (re-checked 13 October 2026)

Fees re-checked on the Minnesota SOS Articles of Organization form and Annual Renewal form on 13 October 2026. If the portal shows a different checkout total, pay what the portal shows and keep the receipt.

File in Minnesota if the work is in Minnesota

A domestic Minnesota LLC is organized under Chapter 322C by filing Articles of Organization with the Office of the Minnesota Secretary of State. Online filing runs through the SOS business filings portal linked from sos.mn.gov. A company already formed somewhere else that wants to transact business in Minnesota files for foreign authority — confirm the current Certificate of Authority line on the SOS fee schedule before paying anyone a “Minnesota foreign” quote.

Filing in Wyoming, Delaware, or Georgia does not move Minnesota work out of Minnesota. A foreign entity that transacts business here still needs Minnesota registered-office information and Minnesota foreign authority, plus the formation state’s agent and report. Home-state filing is the cheaper default for a one-state operator. Multi-state registration overview: Foreign LLC and certificate of authority.

What to have on the desk before opening the SOS portal

The Articles PDF and Annual Renewal form set the baseline. Checked against those pages on 13 October 2026:

• A distinguishable LLC name. Search the SOS business search before ordering letterhead.
• Articles of Organization details, including a Minnesota registered-office street address (PO Box alone is not acceptable) and principal executive office address.
• Registered agent name when the form calls for one. See Registered agent basics for a new LLC.
• Organizer information as the current online form requires. Payment follows whatever the SOS checkout shows.

No newspaper or other advertising is required on the standard domestic Articles of Organization path. Professional entities and conversions are out of scope for a default 1099 single-member LLC on this page.

File online through the Minnesota SOS

The primary path on this page is the Minnesota SOS business filings system linked from sos.mn.gov. Create or sign into an account, file Articles of Organization for a new Minnesota LLC, and pay. The Business Filing & Certification Fee Schedule lists that filing at $155.00 online/in person and $135.00 by mail for a domestic limited liability company. That is the fee this page cites.

Optional amendments or other line items belong on the current fee schedule and checkout screen — this page does not invent add-ons. Pay what the portal shows and keep the receipt.

After the Articles of Organization are filed

Formation with the SOS is not a Minnesota Department of Revenue tax account, a sales-tax permit, a city license, or a professional license. Those have their own filings.

The IRS tells applicants to form the state entity first, then obtain an Employer Identification Number. That application on IRS.gov is free.

Minnesota does not require an operating agreement to be filed with Articles of Organization. A written agreement still matters between members. Banks often ask for one anyway. See LLC operating agreement basics.

Annual Renewal — free, due December 31

Every Minnesota LLC must file an Annual Renewal by December 31 each calendar year beginning the year after formation (renewal form + SOS forms page). The fee schedule lists Annual Renewal at $0 for an active domestic LLC; the LLC forms page states there is no fee when the entity is active and in good standing. File online through the SOS portal — free does not mean optional.

Put December 31 on a calendar the day articles are accepted. Failure to renew can administratively terminate the LLC without further notice. Cross-state renewals: LLC annual report and annual registration. This page does not compute anyone’s tax.

Missing renewals lead to administrative termination. Overview of admin-dissolve vs reinstate: Reinstate an administratively dissolved or revoked LLC (fee schedule lists Annual Renewal Reinstatement at $25 mail / $45 online for domestic LLCs — confirm before paying).

What this page does not cover

• Professional entities, conversions, or foreign authority of an out-of-state company beyond pointing at the current SOS fee schedule.
• Sales-tax, employer withholding, unemployment, Workers’ Compensation, or local business licenses.
• Whether an S corporation election is worth the payroll. That is a CPA conversation after there is real net income.
• Any promise that an LLC prevents a personal guarantee on a bank account or a business card. It usually does not.
• Telling a Georgia operator to file Minnesota as a sophistication upgrade.
• Voluntary dissolution — SOS lists Statement of Dissolution / Termination fees on the fee schedule; see Dissolve or cancel an LLC.
• Processor fees or portal line items that are not printed on the sources above.