Your Minnesota LLC name can identify the type of products and services your business will provide; or it may be the name of the founder; or it can be a combination of the two or something else.

In any case, the Minnesota LLC name that you choose must be distinguishable from the name of any other registered Minnesota LLC or other registered Minnesota business entity, such as a Minnesota Corporation or LLP.  The LLC name must also be different from any reserved names on record with the state of Minnesota.  Your Minnesota LLC name must not imply that it was formed for a purpose other than that stated in your Articles of Organization; and your Minnesota LLC name must not be a name that is likely to mislead the public.

The name of a Minnesota LLC must include the word "LLC" or "Limited Liability Company" or an abbreviation of one of these words.

It's important to choose a good name for your Minnesota LLC because if you want to change it after you Form a LLC in Minnesota you will have to file amended Articles of Organization with the Minnesota Secretary of State (and pay a fee).

Every Minnesota LLC must have an address that is physically located in the state of Minnesota.  This address is "registered" with the Minnesota Secretary of State.  The Registered Address is where official and legal correspondence can be delivered.

The individual or company that is registered with the state of Minnesota to receive all correspondence on behalf of the Minnesota LLC is called a "Registered Agent" or "Agent for Service of Process".  You may act as your own Registered Agent, however, many Minnesota LLCs hire a Registered Agent because they don't have a physical address within the state of Minnesota or to provide a distinct level of privacy.

The owners of a Minnesota LLC are called Members - not Partners or Shareholders.  (a Minnesota Limited Liability Company does not issue stock).  Members make all business decisions and realize the financial benefits generated by the Minnesota LLC.  Division of ownership and distribution of profits are decided by private agreement among the Members.  Each Minnesota LLC must have at least one Member.  Members need not live in the state of Minnesota or be citizens of the United States.

Managers are responsible for the day to day operation of the Minnesota LLC.  Members elect or appoint Managers and have the power to remove them.  Managers may or may not be Members of the Minnesota LLC.  Management for your Minnesota LLC may be defined in your Articles of Organization or, more commonly, in an Operating Agreement.

The IRS does not recognize a Limited Liability Company as a classification for federal tax purposes.  Minnesota LLC Members can elect for the IRS to tax the LLC as a sole proprietorship, partnership, C Corporation, or S Corporation.  This decision may be made after the Minnesota LLC is created.  If a single Member Minnesota LLC does not declare a tax classification it is taxed the same as a sole proprietorship.  A multiple Member Minnesota LLC that does not declare a tax classification is taxed as a general partnership.  More specific federal LLC tax information can be found at the IRS web site.

A Minnesota Limited Liability Company is a type of business that is authorized by the state of Minnesota - not by the federal government.  In order to form a LLC in Minnesota you must file Articles of Organization with the Minnesota Secretary of State. The Articles of Organization must include certain specific information about your Minnesota LLC.  If the Articles do not conform exactly to state of Minnesota requirements they will be rejected.  You may subsequently amend the Articles of Organization for your Minnesota LLC but you will have to pay a fee to the state of Minnesota in order to make the changes official.

A Federal Employer Identification Number, also known as a Federal Tax Identification Number, is used by the IRS to identify a business entity.  An FEIN is like a Social Security Number for your Minnesota LLC.  All Minnesota LLCs electing to be taxed as a C-Corporation or S-Corporation are required to have a FEIN.

If you do not elect to have your Minnesota LLC taxed as a Corporation you may still need to get a FEIN if it is composed of multiple members or if you plan to have employees.

If you plan to form a Single Member Minnesota LLC you may not need a separate FEIN for the LLC if you have no employees.  The sole Member of a Single Member Minnesota LLC may be able to use his or her Social Security Number instead of applying for an FEIN.  You may request a FEIN for your Minnesota LLC for banking or state tax purposes, but an FEIN may not be required for federal tax purposes depending on your business circumstances.

An Operating Agreement defines the rules by which your Minnesota LLC will operate.  It is the core document that is referred to when issues concerning your LLC need to be resolved.  Operating Agreements may include requirements for almost anything that involves the management and operation of your Minnesota LLC.  By having an Operating Agreement all Members will be provided with a clear set of rules they have agreed upon thus reducing the likelihood of disagreement in the future.

Items commonly included in an Operating Agreement for a Minnesota LLC:


Although an Operating Agreement is not required in the state of Minnesota, if you plan to form a multiple Member Minnesota LLC it is highly advisable to have one.  Having an Operating Agreement will save you a lot of time and money should conflict arise down the line.  As your Minnesota LLC grows over time, you may amend your Operating Agreement as necessary.

When your Minnesota LLC has an Operating Agreement your business will be governed by your own rules and not some canned business rules created by the state of Minnesota.

It's very important that you have a separate business bank account for your Minnesota LLC.  Mixing personal and business funds may get you in a lot of trouble with the tax man down the line.  It's a good idea to contact the bank before you open a business bank account for your Minnesota Limited Liability Company.  Specific requirements vary from bank to bank. 

In most cases you will need a FEIN, a copy of your Minnesota LLC Articles of Organization, and a resolution identifying authorized signers if those names are not listed in the Articles.

Note that forming a Minnesota LLC doesn't take the place of obtaining a business license, tax registration certificate, or other required business permits.  A Minnesota LLC merely creates an ownership structure that limits the owner's personal liability.  You may still need to take care of getting set up to do business with your local government.

Depending on the nature of the business and the location of your Minnesota LLC you may need to get one or more city business licenses or permits.  The business licenses or permits that are required for your Minnesota LLC vary depending on your business activities and the specific locations within the state of Minnesota in which you want to conduct business.

If your Minnesota LLC will be selling products in Minnesota you may be required to obtain a Reseller's Permit from the appropriate Minnesota state agency.  If your Minnesota LLC will be selling products in Minnesota you will also be responsible for all applicable local and state of Minnesota sales taxes if there are any.

Every Minnesota Limited Liability Company (LLC) must file an Annual Business Renewal with the Minnesota Secretary of State EACH year.

The Minnesota LLC Annual Business Renewal is due at the Minnesota Secretary of State EACH year by December 31.