How to Form an LLC in Minnesota

The legal name of your LLC may not conflict with any other registered name. Check availability of your desired name by conducting a name search.

Name Search:

Minnesota Secretary of State name search

Name Reservation:

Optional

Suffix:

Contain the words "limited liability company," or must contain the abbreviation "LLC" - § 322B.115 Minnesota Statutes

Identify the LLC’s Minnesota Registered Agent. This individual or company receives notice of lawsuit and other legal service for the LLC.

File the articles of organization to create your limited liability company.

Your filed articles of organization are the first document for your limited liability company records. Your LLC will generate many other official records such as your operating agreement, meeting minutes, and your EIN.

Office supplies intended for an LLC will help you stay organized and save time. Membership certificate templates should come with your company record book. Each owner receives a membership certificate as evidence of his or her ownership in the LLC.

Draft an operating agreement (potentially using a template) which is the governing document for the LLC. It defines the formalities of how the LLC will run itself such as holding an annual meeting. You will review and adopt the agreement at your organizational meeting.

The first meeting of the members of the LLC is the organizational meeting. You will need your filed articles of organization and your operating agreement in order to conduct this meeting. Keep minutes of this meeting and store them in your company record book.

If your LLC has more than one member or will hire employees, it must obtain an EIN. An EIN is also often required to open a bank account.

Submit to:

Internal Revenue Service
http://www.irs.gov/

Form:

IRS Form SS-4

Guidance:

IRS Pub 1635: Understanding Your EIN

Filing Method:

Mail, phone, fax, or apply online with the IRS

Fee:

$0

Turnaround:

Immediately online

Notes:

The IRS website is only available during certain hours. Print your EIN before closing your session.

Not all LLCs will need to obtain a Minnesota Tax ID and register. Minnesota offers a consolidated state tax registration application.

Guidance:

Minnesota Tax ID Requirements

Submit to:

Minnesota Department of Revenue
http://www.revenue.state.mn.us/

Form:

Form ABR: Minnesota Revenue Application for Business Registration

Instructions:

Minnesota Application for Business Registration - Instruction Booklet

Filing Method:

Mail, fax, phone, or online

Fee:

$0

By default, your LLC receives pass-through taxation and the vast majority of LLCs keep this tax classification. Some LLCs benefit from electing S-Corp or C-Corp tax treatment:

• S-Corp treatment can help owner-employees who earn more than ~$75,000 per year save on self-employment taxes. File Form 2553: S-Corp Election.
• C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment. File Form 8832: C-Corp Election.

To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.

You must file federal and state tax returns. You must also file:

• Minnesota LLCs are required to file a Minnesota Annual Report.