Register your business in Minnesota

LLCs and corporations file with the Minnesota Secretary of State². A sole proprietorship has no formation filing. The filing creates the company. Licenses and permits is the step that covers permission to do the work.

What’s different in Minnesota

• Online costs more than mail. In-person and online filings are the expedited fee. An LLC’s articles are $155 online and $135¹ by mail. A business corporation is the same pair of amounts.
• The annual renewal has a year-end deadline, not an anniversary date. For an LLC it is due December 31 each calendar year, starting the calendar year after the year the articles are filed. The LLC renewal requires no fee⁵.
• Not every renewal is free. A foreign business corporation pays $115 by mail or $135 in person or online. A limited liability partnership pays $135 by mail or $155² in person or online.
• A registered agent is optional for a Minnesota company and required for one formed elsewhere. The registered office is not optional, and it cannot be a post office box alone.
• An assumed name is a state filing plus a newspaper notice. It is not filed with the county. The renewal form and the statute print different reinstatement amounts. Both are below.

Do this

1. Pick your structure. LLC, corporation, nonprofit, limited liability partnership, limited partnership, or sole proprietorship. Pick an entity compares them. The Secretary of State will not choose for you.
2. Check the name in Business Filings Online. An LLC name must include Limited Liability Company or the abbreviation LLC, and it may not include corporation, incorporated, or their abbreviations¹. A corporation name must contain corporation, incorporated, or limited, or an abbreviation of one of those, or company or Co. if that word is not right after and or &¹³. Search the web and the federal trademark database too. A database search is not a guarantee the name will be accepted.
3. Reserve the name only if you are not ready to file. File the name reservation. It is $55 in person or online, or $35 by mail, and it lasts twelve months, and it can be renewed for more twelve-month periods on the same form. The same form is used for a new reservation and a renewal. A reservation does not register the business³.
4. Choose a Minnesota registered office, and an agent only if you need one. A Minnesota registered office is required. A post office box by itself is not an acceptable registered office¹. A Minnesota business may name a registered agent. It does not have to. A business formed elsewhere must name a registered agent when it registers to do business in Minnesota. If you name an agent, the agent is a person who lives in Minnesota, a Minnesota corporation or LLC, or a foreign corporation or foreign LLC authorized to do business in Minnesota. The agent's business office has to be the same address as the registered office¹².
5. File the formation document. File online at www.sos.mn.gov, or mail it to First National Bank Building, 332 Minnesota Street, Suite N201, Saint Paul, MN 55101¹. Use the fee for the way you file. The articles form tells you to keep the signed original and send a copy.
6. Put December 31⁵ of the calendar year after formation on a calendar. You do not renew in the year you form. Details are below and on Stay compliant.

By structure

LLC

File Articles of Organization under Chapter 322C. The fee is $155 in person or online, or $135 by mail. The company is perpetual. One person is enough, and an individual organizer must be at least 18¹.

A professional firm under Chapter 319B must add a statement that it elects to operate under that chapter and name the professional service. The form lists the extra lines a professional firm has to add. An entity with a financial interest in agricultural land must register with the Department of Agriculture Corporate Farm Program¹.

The annual renewal requires no fee and is due December 31 each calendar year, starting the calendar year after the year the articles are filed. File it even if nothing changed. If you miss it, the result is administrative termination for a Minnesota LLC, or revocation of a foreign LLC's authority to do business here⁵.

The statute says you can reinstate by filing one renewal and paying $25⁶. A 2025 law, section 5.60, also lets the Secretary of State add a late penalty of up to $40⁹, and in-person and online filings carry the $20¹⁰ expedited-service surcharge. The Secretary of State’s current fee schedule, reprinted in DEED’s January 2026 guide, charges $65 by mail and $85 in person or online. An entity that has been inactive for over six years cannot be reinstated online¹¹. The 2017 fee schedule still on the Secretary of State’s site predates the penalty and lists lower amounts. Pay the amount for the way you file.

Corporation

File Articles of Incorporation for $155 in person or online, or $135² by mail. The name must contain corporation, incorporated, or limited, or an abbreviation of one of those, or company or Co. if that word is not right after and or &¹³.

The annual renewal is due December 31 each calendar year, starting the calendar year after the year of incorporation. The fee schedule lists no fee² for renewal. A miss is administrative dissolution⁷. A corporation that misses the renewal loses the exclusive right to its name, and it can get the name back only if nobody else has taken or reserved it¹³.

The statute prices reinstatement at $25⁷. The same late penalty can be added, and the current fee schedule charges $65 by mail and $85¹¹ in person or online. S corporation status is a federal election on Form 2553¹⁷. Minnesota’s treatment of that election is on Get your tax IDs. This page does not pick the election.

Nonprofit

Articles are $90 in person or online, or $70 by mail. The annual renewal requires no fee². A dissolved nonprofit can reinstate by filing a single annual registration⁸. The late penalty can be added here too, and the current fee schedule charges $40 by mail and $60 in person or online. A foreign nonprofit corporation does not file an annual renewal¹¹. Past formation, the rest of this series is written for for-profit businesses.

Partnership

A general partnership has no formation filing on this schedule. A limited liability partnership files a Statement of Qualification for $155 in person or online, or $135 by mail. Its annual renewal is not free: $155 in person or online, or $135² by mail.

A domestic limited partnership’s certificate is $120 in person or online, or $100 by mail. Its annual renewal requires no fee².

Sole proprietorship

No formation filing. You still register for the taxes that apply on Get your tax IDs, and you still check local licenses. A name other than your own true name is the assumed name below.

Business names

A certificate of assumed name is required of anyone doing business under a name that does not set out the true name of every person interested in the business. An entity that will use any name other than the exact name on its Secretary of State filing has to file that name as an assumed name¹⁸. The original filing is $50 in person or online, or $30² by mail. The name may not include corporation, incorporated, limited, LLC, or the other entity words in the statute, unless the filer is allowed to use that word¹⁴.

Next, after filing, publish the certificate in a qualified newspaper in the county of the principal or registered office, for two successive issues¹⁴. Keep the newspaper’s affidavit. Renewal requires no fee if the assumed name is active and in good standing and is due by December 31. The assumed name expires if the renewal is not filed by December 31⁴.

If the name has already expired, you reinstate it on the renewal form revised February 10, 2026, which charges $65 by mail, or $85 in person or online⁴. The statute, section 333.055, sets the reinstatement fee at $25¹⁵.* Use the amount on the form you are filing, and check the total before you pay.

Formed in another state

A foreign LLC files a certificate of authority for $205 in person or online, or $185² by mail. Its later annual renewal requires no fee and has the same December 31⁵ deadline as a Minnesota LLC. A business formed elsewhere must name a registered agent when it registers to do business in Minnesota¹².

A foreign business corporation’s certificate of authority is $220 in person or online, or $200 by mail. Its annual renewal is the one that is not free: $135 in person or online, or $115² by mail.

If you are not sure the work counts as transacting business, check with a legal professional. Forming in another state covers the tradeoffs.

What you get back

A filed formation document you can use for an EIN and a bank. The company is not licensed to do the work, and it is not registered for Minnesota tax. Those are the next two steps. The first annual renewal waits until the calendar year after you file.