How to Start an LLC in Minnesota

Are you looking to start an LLC in Minnesota? Booting up a business in Minnesota requires understanding various legal requirements and jumping through a few hoops. We have all the information you need to get your business up and running in no time. From understanding the basics of starting an LLC, Its benefits to filing the required documents and operating your business in accordance with state requirements. Let’s get your business off the ground!


What is LLC?


What are the advantages of an LLC?


What are the disadvantages of an LLC?

LLC Formation

What are the steps to starting an LLC?

Types of LLC

Which type of LLC is ideal for me?

LLC Taxes

What are my tax obligations?


What is the cost of forming an LLC?

Starting a Business

What business should I start in the state?


How does LLC compare to other business entities?


Frequently asked questions about forming an LLC


What is an LLC?

A limited liability company (LLC) is a form of business structure popular with entrepreneurs and small businesses due to its flexibility in governing and income tax situations. An LLC combines the characteristics of a corporation and partnership without the complexities or high costs associated with running either. 

A Limited Liability Company (LLC) is a business entity that offers its owners limited liability protection. This means that the owner’s personal assets are not at risk if the LLC is sued or incurs debt. An LLC can have one or more members, who can be individuals, corporations, or other LLCs. The management structure of an LLC can be either member-managed or manager-managed. In a member-managed LLC, the members make all decisions regarding the company. 

In a manager-managed LLC, a group of members (known as the Board of Managers) makes decisions on behalf of the company. LLCs are taxed as either pass-through entities or corporations. This means that the profits and losses of the LLC “pass-through” to the owners’ personal tax returns. The IRS does not tax an LLC; the owners pay taxes on their share of the LLC’s profits.


The Advantages of Forming an LLC

Starting a business is a major milestone, and choosing the right business structure is an important factor in its success. A Limited Liability Company (LLC) is one of the most popular business structures due to its flexibility and tax advantages. Here are five key advantages of forming an LLC.

Limited personal liability

One of the biggest advantages of forming an LLC is that it limits your personal liability for any debts or obligations incurred by the company. As a result, you do not have to worry about being held personally responsible for any liabilities incurred by the business.  If you are sued or face legal action, your personal assets will be protected from seizure by creditors or others who might try to hold you responsible for debts incurred by the LLC.

Less paperwork

Forming an LLC requires significantly less paperwork than other corporate structures, such as corporations or partnerships. An LLC also has fewer ongoing requirements than other structures, such as regular meetings and extensive paperwork filing requirements. The streamlined process makes it easier to form and manage your business efficiently.

Tax advantages

Another advantage of forming an LLC is that it offers certain tax benefits over other types of business entities. For example, profits from an LLC can be passed directly to its owners without paying corporate income taxes on those profits. This means there are fewer taxes to pay overall, which can help save money in the long run. 

Additionally, members of an LLC can deduct losses from their personal income taxes if they have taken out loans against their shares in the company or invested equity capital into it during its formation phase.

Management flexibility

 An LLC provides its owners with more flexibility and control when it comes to managing their businesses than a corporation does since they don’t need board approval or shareholder votes to make decisions about how the company should be run. 

Members can also decide how much authority each member has over certain aspects of the company’s operations and finances, which allows them to customize their management strategy as needed without worrying about external factors like shareholders or boards approving these decisions before they can be implemented. 

Ownership flexibility

Lastly, an LLC provides more ownership flexibility than other business entities because members can choose how much equity each person holds in the company without needing approval from outside parties like investors or banks before doing so. 

This allows members to create custom ownership arrangements tailored specifically to their needs without worrying about having outside parties dictate how much control they have over their business operations or finances. 


The Disadvantages of Forming an LLC

An LLC, or limited liability corporation, offers many advantages, including asset protection and tax benefits. But while forming an LLC is often touted as the best option for business owners, it is not without its drawbacks. We’ll look at some of the disadvantages of forming an LLC.

More complex formation process

Forming an LLC requires more paperwork than other business structures like sole proprietorships and partnerships. You must draft and file Articles of Organization with your state’s Secretary of State office and pay the filing fee. 

You may also need to create an Operating Agreement in Minnesota that outlines how your company will be managed and set up federal and state tax accounts. This can be time-consuming and requires more effort than forming other business structures. 

Self-employment taxes

If you are the only owner of your LLC, you will have to pay self-employment taxes on all profits from the business. This means that you are responsible for paying both the employer’s and employee’s portion of Social Security and Medicare taxes on all income earned by your LLC. This can add up quickly.

Limited liability does not always protect from lawsuits

While one of the major advantages of forming an LLC is limited liability protection, this does not mean that you are completely shielded from lawsuits related to your business activities or products/services offered by your LLC. If someone successfully sues your company, they can still go after your assets in some cases if they believe that you have been negligent or acted recklessly in running your business operations. 

LLC Formation

How to Form an LLC in Minnesota

Forming an LLC in Minnesota is relatively straightforward, but you need to ensure that you are following all of the necessary steps. Here is a complete guide on how to form an LLC in Minnesota:

  1. Choose a unique name for an LLC
  2. Choose the Registered Agent
  3. File Articles of Organization
  4. Create an Operating Agreement for Minnesota LLC
  5. Get an Employer Identification Number (EIN)

Choose a unique name for an LLC

If you’re looking to form an LLC in Minnesota, make sure the name of your business is unique! Start by searching the Secretary of State’s database for names already on file. If yours stands out from all others, reserve it with a Name Reservation application ($50-55 filing fee). The process can be done online or by mail, whichever works best for you. Here are some naming  tips when creating your LLC:

  • The name you choose should be unique and easily recognizable.
  • Refrain from utilizing terms that can be mistakenly associated with government entities, for example, the FBI, Treasury Department, or State Department.
  • If your company’s name includes words such as Bank, Attorney, or University, you may need to submit extra documents for approval and enlist the aid of a professional to form an LLC.
  • The name should include the phrase “limited liability company” or one of its abbreviations (LLC or L.L.C..).
  • If you plan on registering a Minnesota limited liability company, corporation, partnership, limited liability partnership, or limited partnership, it is essential that your chosen name stands out from all existing similar entities in the state.

If you want to use a different name than your LLC’s legal name, the state requires registering an assumed or “DBA” trade name with the Secretary of State. You can register online for $50 or by mail for $30 and once it goes through, be sure to have your new Certificate of Assumed Name published in two consecutive issues of a local legal newspaper. Now get out there and make some money.

Choose the Registered Agent

When forming an LLC in Minnesota, one of the next steps is to appoint a registered agent. Choosing the right kind of registered agent for your business is crucial – you should look for one who is a Minnesota resident and has a physical street address within Minnesota. 

This will ensure that important legal documents can be received efficiently and without hassle. It’s also important to ensure that the registered agent you choose is knowledgeable about Minnesota laws; this way, they can act on your behalf if needed.

File Articles of Organization

In filing Articles of Organization as a third step in forming an LLC in Minnesota, there are essential pieces of information are needed at the filing. Be sure to include a name for the LLC and its purpose, along with the address and name of a person filing on behalf of the LLC. To complete filing, we recommend paying either a $135 filing fee or a $155 filing fee online, which helps reduce processing time for documents. 

After filing and providing all necessary documents, you should get confirmation that your filing is approved, signaling that your business is officially formed as an LLC. With everything it takes to form an LLC, filing Articles of Organization sure sets the stage for formalizing everything else in running your company.

Create an Operating Agreement for Minnesota LLC

As a fourth step in forming an LLC in Minnesota, it is recommended to create a Minnesota LLC Operating Agreement. Such an agreement outlines the rights and responsibilities of each member and how the company should be run. To be legally binding, it must set out how profits will be split and how voting will take place. Each member needs to contribute their input into creating this document so that everyone who is part of the business is on board with the expectations. 

The Operating Agreement also explains what happens when members leave or if new ones join so that any changes are documented from the beginning. All of this keeps your business running smoothly and ensures that all members feel secure in their investments and understand their roles within the company.

Get an Employer Identification Number (EIN)

Getting an EIN (Employer Identification Number) is the LAST step in forming an LLC in Minnesota. An EIN is a nine-digit code used by the IRS (Internal Revenue Service) to identify entities that pay taxes or are involved in certain financial transactions. As part of the LLC formation process, you will need to obtain an EIN for your LLC from the IRS. 

Fortunately, it’s a fairly easy process and can be done online through the IRS website or by submitting Form SS-4 online or via mail with all of the required documentation. It’s important to keep accurate records of your EIN as it will be an integral part of any financial forms you file with federal agencies in the future. Be sure to have it handy when applying for business bank accounts, loans, and other financial services.

Types of LLC

Which type of LLC is ideal for me?

In Minnesota, you have two main types of LLCs to choose from:

  1. Single-member LLC: This is a great choice if you’re the only owner of the business. It’s simpler to manage, and you’ll be treated as a disregarded entity for tax purposes. This means that your business income and expenses will be reported on your personal tax return, making tax filing easier for you.
  2. Multi-member LLC: If your business has more than one owner, a multi-member LLC is the way to go. Each member has a percentage of ownership in the company, and the profits and losses are divided among the members based on their ownership percentages. Multi-member LLCs are treated as partnerships for tax purposes, and each member must report their share of the profits and losses on their personal tax returns.

Additionally, you can choose to have your LLC taxed as an S-corporation or a C-corporation. This is done by filing the appropriate forms with the IRS. Electing to be taxed as a corporation can have certain tax advantages, but it also adds complexity to the business structure and might not be suitable for every situation. You should consult a tax professional to determine which option is best for your business.

LLC Taxes

Applicable LLC taxes in Minnesota

If you are planning to start a business in Minnesota, you must understand the taxes you may be required to pay. Depending on the type of business entity you form, the taxes you may be liable for include the following:

State income tax

As a member of an LLC in Minnesota, your earnings are reflected on your personal Tax Return and will be taxed at the Standard State Income Tax rate between 5.35% – 9.85%. When it comes to filing taxes, you have the opportunity to claim all standard allowances & deductions that can help ensure you’re making the most out of your money. 

Sales and use tax

In Minnesota, LLCs must pay Sales & Use Tax to help support public services. This statewide tax is 6.875%, but local towns may add additional taxes for enhanced city services, so check your locality before submitting anything.

Self-employment tax 

LLCs in Minnesota are responsible for paying the Federal Self-Employment Tax on any profits earned. This tax rate is 15.3% and must be calculated to deduct your expenses from gross income. Knowing how to calculate this accurately can help ensure that you’re taking full advantage of all available deductions while meeting your legal obligations as an LLC member or manager within Minnesota. 

Employee and employer tax 

An LLC with employees on the payroll is required to comply with various taxation guidelines. This can be challenging for employers, as each type of tax has its implications and requirements – such as Payroll Tax which must be collected from all employees at the time of salary payment regardless if Federal Tax is withheld or not. Furthermore, every employee must file an individual return too. 

Income tax 

Federal Income Tax applies to your LLC earnings according to various factors such as industry type and tax bracket. By analyzing the deductions available and understanding your income level, you can determine your rate for this important taxation obligation.


Cost of forming an LLC in Minnesota

One of the most important decisions a business owner in Minnesota can make is forming an LLC. Choosing an LLC in Minnesota involves registering with the Secretary of State and paying filing fees that vary depending on the services needed. Typically, LLC formation involves paying a $135 base fee plus an additional fee of reserving the business name for just $55. 

You may also need a Certificate of Good Standing to fulfill certain banking and lending requirements. Rest assured that obtaining this certificate can be done easily and quickly through the Secretary of State – for just $5 (by mail) or $15 (online). Certified copies of other MN business documents are also available at an affordable cost of only $8. 

Considering all of these costs, it’s important to decide if establishing an LLC is right for your business before disposing of the funds necessary for forming one. Here is an overview of the costs of forming an LLC in Minnesota.

LLC Costs

Articles of Organization filing fee (online)


Name reservation (optional)


Registered agent fees (optional)


Business licenses and permits


Annual renewal fee (online)


Starting A Business

Starting a Business in Minnesota

You might be wondering what business opportunities you have in Minnesota. Starting a business in Minnesota is filled with potential and possibilities. Here are some advantages and considerations for starting a business in Minnesota.

Technology Department 

Minnesota has long been at the forefront of technology, thanks to its world-renowned technology hub in Minneapolis and surrounding suburbs. Starting a business related to technology here means tapping into a network of other tech entrepreneurs and getting access to some of the latest innovations available on the market. Plus, with tax incentives for small businesses, you can invest more money into research and development activities that can help your business succeed. 

Tourism Department 

As one of the largest tourist destinations in the country, Minnesota has plenty of opportunities for those interested in starting businesses related to tourism and hospitality. The tourism industry employs hundreds of thousands across different sectors, such as lodging, food service, retail sales, transportation services, etc. Plus, with numerous attractions including museums, lakeside resorts, and national parks that attract millions of visitors each year, there’s plenty of potential for entrepreneurs here as well. 

Manufacturing Department 

Another great opportunity available to entrepreneurs wishing to start a business in Minnesota is manufacturing. The state is known for being home to some of the most productive factories in the U.S., ranging from automotive suppliers to medical device manufacturers. 

With strong economic growth expected over the next few years due partly to increased consumer demand for locally manufactured products, now is an ideal time for entrepreneurs looking for new business opportunities within this sector. 

Agriculture Department 

Last but not least is agriculture which plays an important role in Minnesota’s economy with nearly 30% of all land used for farming or related activities. If you’re looking for an opportunity within this sector, plenty is available here, such as crop production or animal husbandry businesses which can provide lucrative returns if done correctly. 

With new technologies emerging every day, such as genetically modified organisms and automated farming equipment becoming widely available too, it could be worth investing your time into exploring this option further if it interests you too. 


Is LLC The Best Entity For Me?

Maybe, LLC isn’t the right entity for you. Maybe it is a C-Corp. Only way to find out is to directly compare them all.

LLC vs Corporation (C-Corp)

Sole proprietorships and Limited Liability Companies (LLCs) are two of the most common business entities for individuals and small businesses. Learn what differentiates the two today.

Read in detail

LLC vs Corporation (C-Corp)

LLC vs S-Corp

Not sure what business structure to choose? Learn about the key differences between LLC and S-Corp today.

Read in detail

LLC vs S-Corp

LLC vs Sole Proprietorship

The primary difference is that an LLC provides limited liability protection for its owners, while a sole proprietorship does not.

Read in detail

LLC vs Sole Proprietorship


Frequently Asked Questions About Starting An LLC In Minnesota

Here are the most commonly asked questions about forming an LLC business in the state of Minnesota:

Minnesota requires an EIN for a single-member LLC, depending on certain circumstances. If you form such an LLC and it will have employees, or you elect to have it taxed as a corporation instead of a sole proprietorship, then an EIN is legally necessary. 

In this case, obtaining an EIN is important to prevent acquiring late fees owed to the state and following federal tax rules properly. Without the proper identification number, filing taxes and other business activities conducted in Minnesota can result in financial penalties for your business or yourself.

Establishing an LLC in Minnesota is a fast and straightforward process. Depending on your chosen method, setting up an LLC could take as little as 4-7 business days when filing by mail or even be completed immediately upon submitting documents online. 

Paying the $155 Minnesota filing fee online guarantees that your LLC is approved and registered immediately, with no further delay. Once complete, you will be all set to launch your new venture quickly with minimal effort leaving you free to focus on what matters most for long-term success.

If you want to start a business in Minnesota, you will need to register with the state to make it official. The process is simple and straightforward; more importantly, it doesn’t have to break your budget. All you need to do is pay a fee of $135 (or $155 if you are filing online) to file Articles of Organization with the Minnesota Secretary of State. This fee does not include the filing fees for additional services; those should be factored into the cost as needed. Once your registration is complete, you’ll have taken another important step toward starting your own business.

In Minnesota, LLCs are taxed differently than regular corporations. A Limited Liability Company (LLC) does not pay income taxes; this responsibility is left to its members. However, the state imposes a fee for all LLCs with $500,000 or more of in-state property, payroll, sales, or receipts. 

The fee amount is graduated based on how much money the business brings in. Even though businesses must pay this extra fee to comply with state laws, they still benefit from being an LLC due to the reduced burden of double taxation and personal liability protection.