- The Minnesota LLC filing fee in the statute
- What Minnesota articles of organization must state
- The registered office and agent rules
- The free Minnesota annual renewal
- Other Minnesota LLC filings worth knowing
- What a Minnesota LLC costs over its first years
- Minnesota LLC checklist
- Frequently asked questions
A Minnesota LLC is formed when articles of organization are filed with the Secretary of State with a payment of $135, under Minnesota Statutes section 322C.0201, as of October 2026. From the next calendar year, the LLC files an annual renewal by December 31, and section 322C.0208 says no fee is required to file it.
Minnesota is one of the cheaper states to keep an LLC running, because the yearly renewal is free. The catch is that free doesn't mean optional. Miss it and the state can dissolve the company. Here's what Chapter 322C requires, what the articles must contain, and how the renewal works.
The Minnesota LLC filing fee in the statute
Section 322C.0201, subdivision 4, says a limited liability company is formed when articles of organization have been filed with the Secretary of State accompanied by a payment of $135. The fee sits in the statute, so it's the number to plan around, as of October 2026.
The same subdivision makes two points that are easy to miss. The Secretary of State's filing is conclusive proof that the organizer met the conditions for forming the company, except in a proceeding by the state to dissolve it. And forming the company doesn't by itself make anyone a member. Membership comes from your agreement, which is why an operating agreement matters even though you don't file it.
What Minnesota articles of organization must state
One or more people can act as organizers by signing and filing the articles. Under subdivision 2, the articles must state just three things:
- the name of the LLC, which must comply with section 322C.0108
- the street address of the initial registered office and, if the company has an agent for service of process, the name of that agent at the registered office
- the name and street address of each organizer
You can add other matters to the articles, but the statute says a statement in the articles isn't effective as a statement of authority. So if you want to set out who can sign for the company, that belongs in a separate statement or in your operating agreement.
The registered office and agent rules
The Secretary of State's forms page adds practical detail. A registered office address in Minnesota is required, and a post office box by itself isn't acceptable. If you designate a registered agent, it must be a person residing in Minnesota, a Minnesota entity, or a foreign entity authorised to do business in the state. If you remove an agent later, you write none in the space for the agent's name. A registered agent service is one way to meet the street address rule without using your home.
The free Minnesota annual renewal
Section 322C.0208 says that each calendar year, beginning in the calendar year after the year the LLC files its articles, the company must file a renewal with the Secretary of State by December 31. It also says no fee is required to file the annual renewal. The Secretary of State may send a notice each year reminding you it's due and that it can be filed online.
The forms page confirms there's no fee if the entity is active and in good standing. If the office has dissolved an LLC for failing to file, the company may retroactively reinstate its existence by filing the current year's renewal and paying the applicable fee. In other words, the renewal is free when it's on time, and only costs you when it isn't.
So the first renewal for an LLC formed in 2026 is due by December 31, 2027. Diary it now. Our LLC annual report guide shows how other states time the same filing.
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Other Minnesota LLC filings worth knowing
- Professional firms need extra language in the articles, electing to operate under sections 319B.01 to 319B.12, and must list the professional services they're authorised to provide.
- A nonprofit LLC that wants 501(c)(3) status shouldn't use the standard nonprofit articles form, because the IRS has additional language requirements.
- An amendment must say what was adopted and which articles are being amended or added, and the company must be in good standing to file one.
- A Statement of Dissolution doesn't itself dissolve the LLC. The company must already be dissolved by an event in section 322C.0701, and a separate Statement of Termination follows.
- The forms page also has a form to change the official email address in your filing, which the office may use for notices.
What a Minnesota LLC costs over its first years
Because the renewal is free, a Minnesota LLC that files on time pays the state $135 once, at formation, under section 322C.0201. Every year after that, as long as the December 31 renewal goes in and the company stays active and in good standing, there's no state renewal fee. The cost only comes back if you let the renewal slip and need to reinstate, which is when the applicable fee applies.
That's a strong reason to set the renewal up as a yearly habit rather than a one-off job. It's also a reason to keep your registered office and official email address current, because that's where any reminder from the Secretary of State will go.
Many founders compare states, and our Minnesota DBA walkthrough looks at one more.
Minnesota LLC checklist
- Pick a name that complies with section 322C.0108.
- Line up a Minnesota street address for the registered office, and an agent if you'll use one.
- File the articles and pay $135.
- Sign an operating agreement so membership is clear.
- Diary December 31 every year from the year after formation for the free renewal.
- If you'll employ staff, check the Minnesota minimum wage rates too.
Frequently asked questions
How much does it cost to start an LLC in Minnesota?
Section 322C.0201 says a Minnesota LLC is formed when articles of organization are filed with a payment of $135, as of October 2026.
Does Minnesota charge an annual fee for an LLC?
No, if you file on time. Section 322C.0208 says no fee is required to file the annual renewal, which is due by December 31 each year from the calendar year after formation.
What happens if I miss the Minnesota LLC renewal?
The Secretary of State can dissolve the LLC. The forms page says a dissolved company may retroactively reinstate by filing the current year's renewal and paying the applicable fee.
What must Minnesota articles of organization include?
The LLC's name, the street address of the initial registered office and the agent's name if there is one, and the name and street address of each organizer.
Can I use a PO box for a Minnesota LLC registered office?
No. The Secretary of State's forms page says a registered office address in Minnesota is required and a post office box by itself isn't acceptable.
