Minnesota Foreign LLC Registration (How-to Guide)
Expanding your business to Minnesota? Registering your foreign LLC in Minnesota is the way to go, and it doesn’t have to be complicated.
Our guide simplifies the process, from appointing a registered agent to completing paperwork.
Key Highlights: Minnesota Foreign LLC Formation
If your LLC was formed outside of Minnesota but plans to do business there, you must register it as a Minnesota Foreign LLC. To do this, you need to appoint a local registered agent, file a Certificate of Authority with the Minnesota Secretary of State, and pay a $185 filing fee ($205 for online or in-person filings).
Although Minnesota’s laws don’t clearly define “doing business,” generally, if your LLC has employees, owns property that makes money, or sells goods in the state, you need to register with the Secretary of State.
To simplify this process, consider using a registered agent in Minnesota. In my experience, Northwest Registered Agent is a great option.
Minnesota Foreign LLC Requirements
1. Minnesota Registered Agent
Every foreign LLC doing business in Minnesota must appoint a registered agent. This agent can be an individual resident of Minnesota or a business entity authorized to do business in the state.
The registered agent is responsible for receiving legal documents and official state correspondence on behalf of your LLC.
I suggest appointing an individual resident of Minnesota or hiring a professional registered agent service.
2. Certificate of Authority
To register as a foreign LLC in Minnesota, you must file a Certificate of Authority to Transact Business with the Minnesota Secretary of State. The certificate includes:
- Legal Name: The name of your LLC as it appears in its home state.
- State of Formation: The state where your LLC was originally formed.
- Registered Agent in Minnesota: The name and address of your registered agent in Minnesota.
- Principal Office Address: The address of the main office of your LLC.
- Mailing Address: The address where all official correspondence should be sent.
The mailing address is crucial as it ensures that all official correspondence reaches your LLC.
You can file the Certificate of Authority by mail or in person at the following address:
Minnesota Secretary of State – Business Services
First National Bank Building
332 Minnesota Street, Suite N201
Saint Paul, MN 55101
3. Annual Report
Minnesota requires all foreign LLCs to file an annual renewal with the Secretary of State by December 31 each year to maintain their good standing.
There is no fee for this renewal, but failing to file can result in penalties or administrative dissolution of your LLC’s authority to do business in Minnesota.
How to Form a Foreign LLC in Minnesota State
Step 1. Selecting Your Business Name (new or existing)
Start by checking if your LLC’s name is available in Minnesota. Visit the Minnesota Secretary of State’s website here to ensure your desired name is not already in use and meets the state’s naming requirements.
If the name you want is taken or does not comply with Minnesota’s regulations, you may need to select a different one or modify your current one.
Step 2. Appointing a Minnesota Registered Agent
Designate a registered agent with a physical address in Minnesota who will handle legal documents and official correspondence for your LLC.
You can choose an individual resident or a professional registered agent service.
I highly recommend Northwest Registered Agent for this role. They specialize in registered agent services and offer several benefits that make them stand out.
Learn about my experience with Northwest Agent in this review.
Step 3. Complete the Certificate of Authority to Transact Business
File the Minnesota Certificate of Authority to Transact Business with the Minnesota Secretary of State. This form includes essential details about your LLC, such as its legal name, state of formation, and information about your Minnesota registered agent and your LLC’s addresses.
To complete this step, you’ll need to provide the following information:
- Your LLC’s legal name in its home jurisdiction
- The name the LLC will use in Minnesota (if different or if it’s already in use)
- The state or territory of your home jurisdiction
- The name and address of your Minnesota registered agent
- The principal business address in Minnesota (no PO boxes allowed)
- The business address in your home jurisdiction
- The signature of an authorized person (does not have to be a member of your LLC)
- An email address for official notices (you can choose to keep your email private from bulk data requests)
- The name and phone number of someone who can be contacted about your filing
You’ll also need to provide your LLC’s principal office address and mailing address. This form can be completed online, by mail, or in person.
Minnesota charges $185 for mail and $205 for online or in-person filings.
Unlike many states that ask for proof of good standing from foreign LLCs, Minnesota skips this step, making the process a bit simpler for you.
Step 5. Obtain Foreign Registration Documents
Once your application is approved, you’ll receive official registration documents from the Minnesota Secretary of State. These documents confirm that your LLC is authorized to conduct business in Minnesota. Keep them safe, as they are important for maintaining compliance with state regulations.
How long does this take?
In Minnesota, online foreign LLC filings are processed in 2 business days. Mailed filings can take up to a week, plus extra time for mail delivery. In-person filings are done immediately but are only accepted on Mondays, Wednesdays, and Thursdays between 8 a.m. and 4:30 p.m.
Registration Fee – How Much Does a Foreign LLC in Minnesota Cost?
Registering a foreign LLC in Minnesota involves a filing fee that varies based on the submission method:
- Mail Filings: If you file your application by mail, the fee is $185. This is the standard cost for processing your paperwork through traditional mail.
- Online or In-Person Filings: If you file online through the Minnesota Secretary of State’s website or in person at their office, the fee increases to $205. This higher fee covers the expedited processing associated with these methods.
It’s important to note that these fees are required to process your Certificate of Authority to Transact Business and grant your LLC the legal right to operate in Minnesota. Ensuring you choose the appropriate filing method based on your processing time and cost preference will help streamline your registration process.
When registering your LLC in Minnesota, you must appoint a registered agent with a physical address to handle legal documents. The cost for this service usually ranges from $200 to $1,000. However, I suggest finding a registered agent that charges less than $100. For more details, click here.
Do foreign LLCs in Minnesota need to file Articles of Organization?
No, foreign LLCs in Minnesota do not need to file Articles of Organization. Instead, they must file a Certificate of Authority to Transact Business with the Minnesota Secretary of State to operate legally. This certificate allows your foreign LLC to do business in Minnesota and is the required form for registration.
How are Foreign Entity LLCs in Minnesota taxed?
Foreign LLCs in Minnesota must adhere to the same tax obligations as domestic LLCs. This means that your foreign LLC must pay all relevant Minnesota taxes, including sales tax, property tax, and any other taxes applicable to your business activities.
By default, your LLC will be taxed as a pass-through entity. This means that the LLC does not pay income taxes directly. Instead, the business’s profits and losses “pass-through” to the individual members’ personal tax returns.
Each member then reports their share of the LLC’s income on their personal income tax return, which is how the LLC’s profits are taxed.
Your LLC can be taxed as a corporation if you prefer a different tax treatment. To do this, you must file the appropriate forms with the IRS to elect corporate tax status.
This election changes your LLC’s tax treatment, making it subject to corporate income tax at the federal level and possibly affecting how state taxes are assessed as well.
FAQs on Minnesota Foreign LLC Registration
Can I Be My Own Registered Agent for My Minnesota LLC?
Yes, you can be your own registered agent for your Minnesota LLC, provided you have a physical address in Minnesota where legal documents and official correspondence can be received. The registered agent must be available during normal business hours to handle important documents.
Why Should I Hire a Registered Agent Service in Minnesota?
Hiring a registered agent service in Minnesota is beneficial because it ensures that you have a reliable and professional entity to receive legal documents and official notices. This can be especially helpful if you do not have a physical presence in the state or if you prefer not to handle these responsibilities yourself.
How Can I Withdraw My Foreign LLC from Minnesota?
To withdraw your foreign LLC from Minnesota, you must file a Certificate of Withdrawal with the Minnesota Secretary of State. This form officially terminates your LLC’s authority to do business in the state. You may also need to settle any outstanding state taxes and fulfill any other final obligations before the withdrawal is complete.
Is a Physical Presence Required in Minnesota to Form an LLC as a Foreigner?
No, a physical presence in Minnesota is not required to form an LLC as a foreigner. However, you must appoint a registered agent with a physical address in Minnesota to handle legal documents and official correspondence for your LLC. This agent will act as your point of contact in the state.
How Do I Amend a Foreign LLC in Minnesota?
To amend a foreign LLC in Minnesota, you need to file an Amended Certificate of Authority with the Minnesota Secretary of State. This form allows you to update information such as the LLC’s name, registered agent, or business addresses. Ensure that you provide accurate and up-to-date information to keep your LLC’s records current.
What Does It Mean to Do Business in Minnesota?
“Doing business” in Minnesota typically means engaging in activities such as having employees, owning property that produces income, or conducting business transactions under your LLC’s name within the state. If your foreign LLC participates in these activities, you are generally required to register your LLC with the Minnesota Secretary of State.
Does a Foreign LLC Have to File an Annual Report in Minnesota?
Yes, a foreign LLC must file an annual report in Minnesota to maintain its good standing. The annual report is due by December 31 each year and ensures that the state has up-to-date information about your LLC. Failure to file the report can result in penalties or the suspension of your LLC’s authority to do business in Minnesota.
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