Do I need a lawyer to Form a LLC in Minnesota? |
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The short answer is no.
The state of Minnesota does not legally require a lawyer to form a
Minnesota Limited Liability Company (LLC).
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The short answer is no.
The state of Minnesota does not legally require a lawyer to form a
Minnesota Limited Liability Company (LLC).
Our detailed LLC Information page may help you understand some
of the implications of forming a Minnesota LLC.
However, if there is anything about Forming a LLC in Minnesota
that you're not sure about you should seek the advice of a competent Minnesota lawyer, a Minnesota accountant,
or a Minnesota Business advisor before you form a LLC in Minnesota.
Once you have made the decision to Form a LLC in Minnesota, a Minnesota lawyer
can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents
to perform these services and save money that you can use in your new
Minnesota Limited Liability Company.
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Do I have to Reserve a Company Name before I Form a LLC in Minnesota?
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You are not legally required to reserve a Company Name for a new Minnesota LLC before you submit your application to
Form a LLC in Minnesota.
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You are not legally required to reserve a Company Name for a new Minnesota LLC before you submit your application to Form a LLC in
Minnesota.
Whether or not you need to reserve a company name for your new Minnesota LLC depends entirely on your business situation.
The Minnesota Secretary of State uses names on a first come first served basis.
So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that Minnesota Company Name.
Click here for more information on
Minnesota Company Name Reservation
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What if the Minnesota LLC Name I want is already taken?
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If the Name you have chosen for your new Minnesota LLC is already in use by a currently active
Minnesota Corporation or LLC, and you still want to use that LLC Name, then you will have to register a DBA Name with the Minnesota Secretary of State. "DBA" is an abbreviation for "Doing Business As."
We verify that the Name you have chose for your new Minnesota LLC is available before we submit
your new LLC filing to the Minnesota Secretary of State.
If necessary we can register a DBA Name in Minnesota for you so that you can open your new Minnesota business as quickly as possible.
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What do I have to do to Form a LLC in Minnesota?
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6 things you have to do in order to Form a LLC in Minnesota.
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6 things you have to do in order to Form a LLC in Minnesota.
1. Choose a name for your Minnesota LLC
2. Select an official address and a Registered Agent for your Minnesota LLC
3. Determine who will be Members and who will Manage your Minnesota LLC
4. Determine how you want your Minnesota LLC to be taxed
5. File Articles of Organization with the Minnesota Secretary of State
6. Get a Federal Employer Identification Number (FEIN)
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1. Choose a name for your Minnesota LLC
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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).
We will:
- Check to make sure that your Minnesota LLC name is available
- Make sure your Minnesota LLC name conforms to state of Minnesota regulations
- Reserve your Minnesota LLC name with the Minnesota Secretary of State
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2. Select an official address and a Registered Agent for your Minnesota LLC
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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.
- We can act as the official Registered Agent for your Minnesota LLC.
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3. Determine who will be Members and who will Manage your Minnesota LLC
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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.
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4. Determine how you want your Minnesota LLC to be taxed
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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.
- If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Minnesota LLC and include it with
your LLC formation documents.
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5. File Articles of Organization with the Minnesota Secretary of State
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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.
- We can prepare and file your Articles of Organization with the Minnesota Secretary of State.
We've been doing it for over 10 years.
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6. Get a Federal Employer Identification Number (FEIN)
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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.
- We can get a FEIN for your Minnesota LLC as soon as it is approved by the Minnesota Secretary of State.
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What do I have to do after I form my Minnesota LLC? |
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5 things you have to do after you Form a LLC in Minnesota.
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5 things you have to do after you Form a LLC in Minnesota.
1. Conduct an Organizational Meeting and adopt an Operating Agreement
2. Open a Business Bank Account in Minnesota for your MN LLC
3. Obtain Business Licenses from the cities and counties in which you plan to do business
4. File the required Minnesota LLC reports
5. Keep proper records of your Minnesota LLC on file
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1. Conduct an Organizational Meeting and adopt an Operating Agreement
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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:
- Rights and duties of Members
- Member contributions
- Record keeping and reporting requirements
- Distribution of profits
- Allocation of losses
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- Management duties
- Meeting requirements
- Voting requirements
- Admission and termination of Members
- Dissolution procedures
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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.
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2. Open a Business Bank Account in Minnesota
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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.
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3. Obtain Business Licenses from the cities and counties in which you plan to do business
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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.
- We can research and prepare the necessary forms for your required business licenses and permits and include them in your Minnesota LLC package.
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4. File the required Minnesota LLC reports
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Each Minnesota LLC must file a with the Minnesota Secretary of State.
The Minnesota includes basic information about your Minnesota LLC.
Failure to submit a properly completed Minnesota to the Minnesota Secretary of State on or before the
due date may subject the Minnesota LLC to being administratively dissolved in the state of Minnesota or having its authority to
transact business in the state of Minnesota revoked by the Minnesota Secretary of State.
Penalties may accrue if you fail to file any Minnesota LLC to the Minnesota Secretary of State
by the due date.
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5. Keep proper records of your Minnesota LLC on file
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Keep the following records on file and available at the principal business office of your Minnesota LLC:
- Names and addresses of all Members and Managers of the Minnesota LLC
- Articles of Organization for the Minnesota LLC and any Amendments to them
- Copies of all tax returns and reports for the Minnesota LLC for the last 3 years
- If the Minnesota LLC has an Operating Agreement, a copy of the Operating Agreement and any Amendments
- Copies of any LLC Resolutions which have been adopted by the Minnesota LLC
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What information do I need in order to Form a LLC in Minnesota? |
In order to Form a LLC in Minnesota you'll need certain specific information about your new Company
including the LLC name and address; and the name and address of the new Minnesota LLC's Registered Agent.
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In order to Form a LLC in Minnesota you'll need the following information about your new Company:
- The name of your new Minnesota LLC along with your second choice of a name in case the name that you want is not available
- Physical addess of the LLC office in Minnesota (not a PO Box)
- Name and address of your Minnesota Registered Agent (not a PO Box)
- A description of the nature of the business you are planning to operate with your Minnesota LLC
- When your Minnesota LLC will start and when it will cease to exist (normally the LLC starts on the date the application is filed and will exist perpetually)
You do not have to name the Members of a
Minnesota LLC in the Articles of Organization.
While you are not required to name the Members of a new Minnesota LLC you still may include Member information with your initial
Minnesota LLC filing.
Remember - ALL the information that you provide when you Form a LLC in Minnesota becomes part of the public record.
Our data entry forms include the absolute minimum amount of information that is required in order to Form a Limited Liability Company in Minnesota.
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How long does it take to Form a LLC in Minnesota? |
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Processing times for new Minnesota LLC applications vary depending on the work load of the
Secretary of State's staff.
We've found that normal processing of new Minnesota Articles of Organization takes the state around 5-7 business days.
Add 2-3 days for the time period for shipping the final documents by mail.
Choosing our Express Mail option can shave a couple of days off the total processing time for your Minnesota LLC.
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PLEASE NOTE: WE CANNOT GUARANTEE MINNESOTA SECRETARY OF STATE PROCESSING TIMES.
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We are dependent on, and have no control over, the staff and systems of the Minnesota Secretary of State.
In our experience 5-7 business days is the time it usually takes the Minnesota Secretary of State to process
a new Minnesota LLC application.
We get your Minnesota LLC application to the MN Secretary of State ASAP. Once it is at the state we have no control over the new Minnesota LLC application process.
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Are there any Expedited Processing Options for new MN LLC Filings?
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The Minnesota Secretary of State offers expedited service for a new Minnesota LLC application for an additional $20. With expedited processing the MN Secretary of State will process your new Minnesota Corporation in 1-2 business days.
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How much does it cost to Form a LLC in Minnesota? |
The state of Minnesota charges $155.00 to form a new LLC.
This is the cost of filing and getting a Certified Copy of your Articles of Organization from the MN Secretary of State.
If you choose All Business Documemnts to help you form your LLC in Minnesota, our processing fees are $125.00.
We start processing your new Minnesota LLC order as soon as we get it.
Total cost includes:
- Name Check and Reservation
- Prepare Articles of Organization
- File Articles of Organization with the Minnesota Secretary of State
- Certified Copies of Articles
- Minnesota LLC Checklist
- Priority Mail Delivery
- Unlimited Customer Support
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Minnesota Foreign LLC Qualification |
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You want to do business in the state of Minnesota but are registered as a Domestic LLC in another state.
In order to legally conduct business in the state of Minnesota you must register with the Minnesota Secretary of State as
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You want to do business in the state of Minnesota but are registered as a Domestic LLC in another state.
In order to legally conduct business in the state of Minnesota you must register with the Minnesota Secretary of State as
a Minnesota Foreign LLC.
The process of registering as a Foreign LLC in the state of Minnesota is called Minnesota LLC Foreign Qualification.
The process of Minnesota LLC Foreign Qualification is similar to the process of forming a Domestic LLC in the state of Minnesota.
Your original formation documents (usually called Articles of Organization) and Corporate Bylaws apply to your Minnesota Foreign LLC.
The Members and Managers of your Domestic LLC have the same roles in the Minnesota Foreign LLC.
Click here for specific requirements for
Minnesota LLC Foreign Qualification.
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