MN
The North Star State · Est. 1858
Saint Paul · Minnesota Div. of Corporations

Form an LLC in Minnesota, step by step.

9.8% corporate franchise tax (high); no LLC annual renewal fee if filed on time by Dec 31, but required to file. Higher rates, free annual report.

✓ Updated April 2026 · ✓ Verified by Minnesota Div. of Corporations · ✓ 18 min read
Certificate of formation · Specimen
Not a legal document — design reference only
SAMPLE CO. LLC
A Minnesota limited liability company
Entity type
Limited Liability Co.
State
Minnesota
Registered agent
Registered Agents Inc.
Filing date
Apr 2026
Status
In good standing
FILE № MN-0000-58-SAMPLE FILED
On this page 9 sections
Minnesota walkthrough

The 7-step walkthrough.

  1. 01

    Pick a unique Minnesota LLC name

    ⏱ 10 min Free

    Must end in "LLC", "L.L.C." or "Limited Liability Company." Search the Minnesota Division of Corporations name database before you file.

  2. 02

    Appoint a registered agent

    ⏱ 5 min $39–$199/yr

    Must have a physical Minnesota address. Use a commercial service or your own address if you live in-state and are there during business hours.

  3. 03

    File your formation certificate

    ⏱ 15 min $155.00

    The one-page form goes to the Minnesota Secretary of State. Online is fastest; mail and in-person filings are still accepted.

  4. 04

    Create an Operating Agreement

    ⏱ 30 min Free

    Not filed with the state, but legally required inside the LLC. Our free template covers ownership, distributions, and dissolution.

  5. 05

    Get an EIN from the IRS

    ⏱ 10 min Free

    Federal tax ID. Free, online, ten minutes. Never pay anyone for an EIN — the IRS form is free.

  6. 06

    Open a business bank account

    ⏱ 30 min Free

    Mercury, Relay, or a local bank. Requires EIN and stamped certificate. Separates personal and business liability.

  7. 07

    Pay the annual report / franchise fee

    ⏱ 15 min $0.00/yr

    Annual compliance for Minnesota LLCs. Set a calendar reminder — late fees compound quickly.

If you're not raising venture capital, Delaware is probably the wrong choice. It looks prestigious. It's expensive if you operate elsewhere.

— The Editors · Incorporator.org
⚠ Watch out The foreign qualification trap

Living in one state but forming in another? You'll pay twice.

If your LLC is based in Minnesota but you do business in another state, you must register as a "foreign LLC" there — a second filing fee, a second registered agent, and a second annual report. For most solo founders, forming in your home state is cheaper than chasing another state's reputation.

Common mistakes

Three things we see founders get wrong.

  1. Paying for an EIN. The IRS issues them for free in ten minutes. Third-party "EIN services" are marking up a free government form.
  2. Skipping the Operating Agreement. Minnesota doesn't require you to file one — but the courts will treat the default statute as your agreement if you don't write your own. Protect yourself; use the template.
  3. Missing the annual report deadline. Late fees compound. Add the date to your calendar the day you file.
Our recommendation

Don't want to file it yourself?

Our top-rated service for Minnesota LLCs is Northwest. $39 + state fees. Real humans. No upsells.

Form with Northwest
Further reading

More on incorporating in Minnesota

No published pieces on Minnesota yet. Our generation pipeline queues uncovered states on a daily cron — this page will fill in over the next few weeks.