How to Form a Minnesota Foreign LLC
What is a Minnesota Foreign LLC?
In the United States, just because you are registered to do business in one state does not mean that you can legally do business in another state.
If you want to transact any serious business in a state other than the state in which your LLC is registered, most likely you will
have to register with the state in which you want to do business before you can legally conduct business there.
For example, a LLC that is registered in California wants to do business in Minnesota.
The California LLC is a "Domestic" LLC in California and will be a "Foreign" LLC in Minnesota.
The California LLC needs to register with the Minnesota Secretary of State as a Minnesota Foreign LLC.
The use of the term Foreign in this case refers specifically to individual US states.
The US government, including the IRS, considers a Foreign company to be a company that is registered outside
of the United States.
What is a Minnesota Foreign LLC Qualification?
You want to do business in the state of Minnesota but are registered as a 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
Foreign LLC.
The process of registering as a Foreign LLC in 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 Minnesota.
Your original home LLC formation documents (frequently called Articles of Organization) and By Laws apply to your Minnesota Foreign LLC.
The Officers and Directors of your home LLC will have the same roles in the Minnesota Foreign LLC.
Specific requirements to qualify as a Foreign LLC in Minnesota are explained below.
Once you have made the decision to Qualify as a Foreign 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.
Put the money you save with All Business Documents right where it belongs: into your new Minnesota Foreign LLC.
Do I need a lawyer to Form a Foreign LLC in Minnesota?
The short answer is no.
The state of Minnesota does not legally require a lawyer to form a
Minnesota Foreign LLC.
Our detailed
Foreign Qualification page may help you understand some
of the implications of forming a
Minnesota Foreign LLC.
However, if there is
anything about forming a Foreign LLC in Minnesota
that you're not sure about you should seek the advice of a competent Minnesota lawyer, a Minnesota accountant,
or both
before you form a Foreign LLC in Minnesota.
Once you have made the decision to form a Foreign 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 Foreign LLC.
Do I have to Reserve a Company Name before I Form a Foreign LLC in MN?
You are not legally required to reserve a Company Name for a new Minnesota LLC Corporation before you submit your application to Form a Foreign LLC
in Minnesota.
The LLC name that you have registered in your home state may or may not be available in Minnesota.
In that case you need a different name your Minnesota Foreign LLC.
Whether or not you need to reserve a company name for your new Minnesota Foreign LLC depends entirely on your business situation.
The Minnesota Secretary of State uses LLC 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 Foreign LLC Name.
What if the Minnesota Foreign LLC Name I want is already taken?
If the Name you have chosen for your new Minnesota Foreign LLC is already in use by a currently active
Minnesota Corporation or LLC 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 Foreign LLC is available
before we submit
your Foreign 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.
What do I have to do BEFORE I Form a Foreign LLC in Minnesota?
- Choose a name for your Minnesota Foreign LLC
You can use the same name in Minnesota that you use in your home state, however, if the name of your Domestic LLC is not available you need to choose another name.
Your Minnesota Foreign 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 Foreign LLC name that you choose must be distinguishable from the name of any other registered Minnesota LLC or other
business entity and the name must also be different from any reserved names on record with the state of Minnesota.
Your Minnesota Foreign LLC name must not imply that it was formed for a purpose other than that stated in the
Articles of Organization for your Domestic LLC and your Minnesota Foreign LLC name must not be a name that is likely to mislead the public.
The name of a Minnesota Foreign LLC must include the word "Limited Liability Company" or
or the abbreviation "LLC" or "L.L.C.".
It's important to choose a good name for your Minnesota Foreign LLC because if you want to change it after you qualify you
will have to file amended documents with the Minnesota Secretary of State (and pay a fee).
We will check to make sure that your requested Minnesota Foreign LLC name is available and conforms to all state of Minnesota
Limited Liability Company naming regulations.
- File Registration Documents with the Minnesota Secretary of State
In order to Qualify as a Foreign LLC in Minnesota you must file Registration Documents with the Minnesota Secretary of State.
In Minnesota the registration documents are named "Certificate of Authority to Transact Business in Minnesota".
The registration documents must include certain specific information about your Minnesota business.
If the LLC Registration Documents do not conform exactly to state of Minnesota Foreign LLC requirements they will be rejected.
If you need to change any of the information on your registration documents after your Minnesota Foreign LLC has been approved,
you may amend the registration documents for your Minnesota Foreign LLC but you will have to pay a fee to the state of Minnesota in order to make the changes official.
- Determine how you want your Minnesota Foreign LLC to be taxed
The Minnesota Corporate Income Tax Rate is 9.8%.
You may choose that your Minnesota Foreign LLC is to be taxed as a C Corporation or S Corporation.
A C Corporation is what you may think of as a traditional Corporation like General Electric or Ford.
C Corporations pay a Corporate income tax to the state if that state taxes Corporations.
You may choose to have your Minnesota Foreign LLC taxed as a S Corporation.
S Corporations "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable personal rate.
S Corporations do not pay any Minnesota Corporate Income Tax.
In Minnesota the Corporation Income Tax is sometimes referred to as the Minnesota Franchise Tax.
If you form a Single Member Minnesota Foreign LLC and do not specify to the IRS how you want to be taxed your Single Member Minnesota Foreign LLC
will be taxed as a Sole Proprietorship.
If you form a Multiple Member Minnesota Foreign LLC and do not specify to the IRS how you want to be taxed your Multiple Member Minnesota Foreign LLC
will be taxed as a Partnership.
If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Minnesota Foreign LLC and include it with
your final Foreign LLC documents.
What do I have to do AFTER I Form a Foreign LLC in Minnesota?
- Obtain Business Licenses from the cities and counties in which you plan to do business
Note that forming a Minnesota Foreign LLC doesn't take the place of obtaining a local business license, tax
registration certificate, or other required business permits.
A Minnesota Foreign LLC merely creates an ownership structure that limits the owners' 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 Foreign LLC within Minnesota you may need to get one or more local
business licenses or permits.
The business licenses or permits that are required for your Minnesota Foreign 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 Foreign 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 Foreign 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 have the expertise to find out exactly which state and local permits that you need for your specific business.
- File the required reports for your Minnesota Foreign LLC
The Minnesota Annual Business Renewal includes basic information about your Minnesota Foreign LLC including information on your business location as well as the names of the Officers and Directors.
Failure to submit a properly completed Minnesota Annual Business Renewal to the Minnesota Secretary of State on or before the
due date may subject the Minnesota Foreign 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 Foreign LLC Annual Business Renewal to the Minnesota Secretary of State by the due date.
- Keep proper records of your Minnesota Foreign LLC on file
Keep the following records on file and available at the principal business office of your Minnesota Foreign Corporation:
- Names and addresses of all Members and Managers of the Minnesota Foreign LLC
- Foreign LLC formation documents and any Amendments to them
- Minnesota Foreign LLC Operating Agreement and any Amendments to them
- Copies of any LLC Resolutions which have been adopted by the Minnesota Foreign LLC
- Copies of all tax returns and Annual Reports for the Minnesota Foreign LLC for the last 3 years
- Pay your taxes to the state of Minnesota
Foreign LLCs that either do business in the state of Minnesota or that derive income from sources within the state of Minnesota are subject
to Minnesota and federal tax laws.
If you are engaged in intrastate business and derive income from other states besides Minnesota, you must allocate the amount of income derived
from the state of Minnesota in order to determine your Minnesota state taxes.
What information do I need in order to Form a Foreign LLC in Minnesota?
In order to Form a Foreign LLC in Minnesota you'll need the following information about your new Company:
- The name of your new Minnesota Foreign LLC along with your second choice of a name in case the name that you want is not available
- Physical address of the Foreign LLC office in Minnesota (not a PO Box)
- A description of the nature of the business you are planning to operate with the Minnesota Foreign LLC
- When the Minnesota Foreign LLC will start and when it will cease to exist (normally the Foreign LLC starts on the date the application is filed and will exist perpetually)
Remember -
ALL the information that you provide when you Form a Foreign 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 new Foreign LLC in Minnesota.
How long does it take to Form a Foreign LLC in Minnesota?
Processing times for new Minnesota Foreign LLC applications vary depending on the work load of the
Secretary of State's staff.
We've found that normal processing of new Minnesota Foreign LLC applications takes the state around 3 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 new Minnesota Foreign LLC.
PLEASE NOTE: WE CANNOT GUARANTEE MINNESOTA SECRETARY OF STATE PROCESSING TIMES.
The Minnesota Secretary of State reserves the right to extend expedite periods in time of extreme volume, staff shortage or
equipment malfunction.
We are dependent on, and have no control over, the staff and systems of the Minnesota Secretary of State.
In our experience 3 business days is the time it
usually takes the Minnesota Secretary of State to process
a new Minnesota Foreign LLC application.
We get your Minnesota Foreign LLC application to the MN Secretary of State ASAP.
Once it is at the state we have no control over the new Minnesota Foreign LLC application process.
How much does it cost to Form a Foreign LLC in Minnesota?
The state of Minnesota charges $211.00 to Form a Foreign LLC in MN.
That includes the Secretary of State's filing fee and a Certified Copy of your new Minnesota Foreign LLC filing.
If you choose us to help you Form your Foreign LLC in Minnesota our processing fees are $145.00.
This includes:
- Same day processing in of your new Minnesota Foreign LLC order
- MN Name Check and Verification
- Prepare Certificate of Authority to Transact Business in Minnesota
- File Formation Documents with the Minnesota Secretary of State
- Certified Copies of Formation Documents
- Minnesota Foreign LLC Checklist
- Priority Mail Delivery
- Unlimited Customer Support
If you are ready to Form a Minnesota Foreign LLC, choose which Minnesota
Foreign LLC options that you want below then click the Next Step button.
If you have any questions regarding our Minnesota Foreign LLC services you can call us at
855-771-2477 or email us at
CorpServices@AllBizDocs.com.
Minnesota Foreign LLC Cost Estimator
Our MN Foreign Qualfication Services include:
(These services are included in our processing fees)
Optional Minnesota Foreign Qualification Services
(Choose options, cost is updated automatically)
-
Expedited Service - $25
explain
Normal processing time for a new Minnesota Foreign LLC is 3 business days.
The Minnesota Secretary of State offers expedited service for a new Minnesota LLC application for an additional $25. With expedited service the state will process the filing within 24 hours.
This is the time by which the Minnesota Secretary of State will either approve or deny the Foreign LLC application.
Minnesota Foreign LLC applications must be received by the Secretary of State before noon Minnesota time for the process to start that day.
Another way to expedite your order is to choose the Express Mail option.
The Express Mail option can cut the document delivery time in half.
- Express Mail - $35
explain
If you really need your original approved Certificate of Authority to Transact Business in Minnesota in your hands quickly, the
Express Mail option can cut the delivery time in half.
The Express Mail option has no effect on the Minnesota Secretary of State's processing time. For the quickest turn-around time also choose the Expedited Service option.
-
S Corporation Election - $50
explain
S Corporations are taxed differently than C Corporations.
With an S Corporation, business profits may be "passed through" directly to the shareholders.
This avoids the double tax on both corporate and shareholder profits.
S Corporations do not pay any Minnesota Corporate Income Tax.
We can prepare the S Corporation Election form for you and include it with your final Foreign LLC documents pakage.
-
MN Registered Agent - $135
explain
Every Minnesota Foreign LLC is required to have an address within the state of Minnesota 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 Foreign LLC is called a Registered Agent.
You may act as your own Registered Agent, however, many Foreign LLCs hire a Registered Agent because they don't have a physical address within
Minnesota or to provide a distinct level of privacy.
We can act as your Minnesota Foreign LLC Registered Agent.
This is an annual service.
We will forward all correspondence to you and will remind you when it is time to renew your MN Registered Agent services.
-
MN Good Standing Certificate - $48
explain
A Minnesota Good Standing Certficate is proof of the existence of your new Minnesota Foreign LLC.
The Certificate is issued by the Minnesota Secretary of State and is proof that your MN Foreign LLC is not behind on any
of its Minnesota Secretary of State Corporate obligations.
A Minnesota Good Standing Certificate is often required for loans, to apply for business licenses, or for tax or other business purposes
in the state of Minnesota or in any other state.
We can get your Minnesota Good Standing Certificate immediately after the Minnesota Secretary of State has approved your Foreign LLC filing.
-
Federal EIN - $65
explain
An FEIN is like a Social Security Number for your Minnesota Foreign LLC.
We can get your FEIN on the same day that your Certificate of Authority to Transact Business in Minnesota are approved by the Minnesota Secretary of State.
You can get your FEIN before your articles are approved by the Minnesota Secretary of State but it's a good idea to wait until
after approval.
Your filing may be rejected or the Foreign LLC name that you want may not be approved.
Changing information on an FEIN filing is not a trivial exercise with the IRS.
-
Foreign LLC Kit and Seal - $99
explain
While you're not required to have a Foreign LLC Kit and Seal for your new Minnesota Foreign LLC they do come in handy.
The MN Foreign LLC Kit consists of a beautiful customized binder, stock certificates, a stock ledger
and your custom Foreign LLC Seal.
The Foreign LLC Seal is used to emboss important company documents, such as stock certificates.
The binder also includes dividers so you can use it for all of your Minnesota Foreign LLC record keeping.
-
Business License Research - $175
explain
Most new Minnesota Foreign LLCs are required to get some kind of state, regional or local permits or business licenses.
The task to figure out exactly what you need can be daunting.
We can determine exactly which forms you need to fill out, fill them out for you and file the forms with the appropriate government agency
where possible.