How To Form an LLC In Minnesota
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1. Choose a Name for Your Minnesota Limited Liability Company
Check for an Available Name for the LLC in Minnesota: The name that you choose for your LLC cannot be in use by another LLC in the state. You will need to thoroughly search online databases and other records to determine if the name that you want to use is available. There is an online database of Minnesota business entities available to search on the official website of the Minnesota Secretary of State at Minnesota LLC.
Reserve a Name for Your Minnesota LLC: Though it is not required to reserve a name before filing to form an LLC in Minnesota, it might be a good idea to reserve a name if it will be a long time before you are able to file. You can download an application to reserve a name at Minnesota LLC. The name that you choose will be reserved in Minnesota for one year. The fee to file this application is $55.00 if you file online or require expedited in-person service and $35.00 if you submit your application by mail.
Filing for Trademarks Protection and Doing an LLC Name Search: As a result of your search of databases and other records in Minnesota, you may discover that the name that you want to use for your LLC is available in Minnesota but in use by an LLC in another state. You may encounter restrictions on how you use the name that you have chosen for your LLC. If you consult an attorney you can learn more about what these restrictions may mean for your company. For more information on naming your LLC, go to how to choose a name for your llc.
Minnesota LLC Name Requirements: When naming your LLC, keep in mind that the names of Minnesota LLCs must include the designation "LLC," “L.L.C.,” or "Limited Liability Company." Note that the term “LLC” stands for “Limited Liability Company”—not “LLC Corporation, “Limited Liability Corporation,” or anything else that implies a connection to a corporation. An LLC is a different kind of business entity than a corporation.
2. Find a Registered Agent in Minnesota
You must have a registered agent in order to file to form an LLC in Minnesota. Registered agents act as agents for service of process, receiving all tax documents and legal notices for an LLC or a corporation. Note that there are corporate service companies that offer registered agent services to LLCs, generally for a fee of around $75.00 to $150.00.
3. File Articles of Organization with the Minnesota Secretary of State
Minimum Requirements for the Articles of Organization: The Articles of Organization that you file for your Minnesota LLC must contain the name of your LLC, the name and address of your registered agent, the duration of your LLC, and the name, address, and signature of the organizer. You can download a form for this document at Minnesota LLC or file online at Minnesota LLC.
Other Minnesota Legal Provisions: Consider including other clauses along with the minimum requirements when you create your Articles of Organization. A lawyer can help you decide what additional clauses you should include in your Articles of Organization.
Where to Submit the Articles of Organization for Filing: You should submit your Articles of Organization document to the Minnesota Secretary of State, Business Services, Retirement Systems of Minnesota Building, 60 Empire Drive, Suite 100, St. Paul, MN 55103.
Filing Fee: The fee to file Articles of Organization in Minnesota is $155.00 if you file online or require expedited in-person service and $135.00 if you submit your application by mail.
4. Form a Minnesota Limited Liability Company Agreement (Operating Agreement)
After you file Articles of Organization to form an LLC in Minnesota, you will want to create an LLC Agreement that will govern all aspects of the LLC and actions between the members of the LLC. LLCs formed for different purposes have different needs in an LLC Agreement. The LLC Agreement for a manufacturing company will be different than the LLC Agreement for an Internet retail business. The details of your LLC Agreement will depend on factors such as who will own the company, who will be the principal investors of capital in the LLC, how money will be distributed among the members, and how the LLC will be managed. You will need to think about what will happen if one of the owners decides to leave the company or if you decide to eventually incorporate. A lawyer and an accountant can help you to create an LLC Agreement that is in compliance with all state requirements and federal tax laws.
Once you have created your LLC Agreement, you may prepare to make securities filings, obtain an EIN from the IRS, and obtain a business license. There are corporate services companies that can help you to make these kinds of filings for your LLC. You can learn about how to get a business license in your city by visiting our online guide at http://www.cityapplications.com/business-licenses.html.
5. Qualify Your Minnesota LLC to Do Business in Other States
Usually a registration or qualification will be required in order for your LLC to do business in other states. You must register or qualify your LLC to do business in your home state if the main office of your company is located outside of Minnesota. You must prepare to pay taxes in your home state any time you do business out of state. You can learn about how to qualify your LLC to do business in other states at [Qualifying to Do Business in Other States].
6. Make Annual Filings and Pay Annual Taxes in Minnesota
LLCs in Minnesota are required to file an annual renewal. You can choose download the form for this renewal at Minnesota LLC or file online at Minnesota LLC. LLCs are also required to file a tax report and pay taxes every year. You can learn about the taxes that will apply to your LLC and download tax forms at the official website of the Minnesota Department of Revenue at Minnesota LLC.
When you form an LLC in Minnesota you should prepare to face many decisions. The decisions that you face can often be complex, especially if your business has more than one owner. An accountant and an attorney can assist you in the process so that you can feel confident that an LLC is right for your small business and that all your paperwork is being processed correctly.
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This site is for informational purposes only and does not constitute legal, financial or tax advise. The information on this site should not be relied upon as an official source of information and should be independently verified.