How to Start an LLC in Minnesota (2026): Step-by-Step Guide

Published: June 2026 · Updated for the 2026 tax year

Minnesota does two things almost no other state does. First, filing your LLC online costs more than filing by mail — $155 versus $135 — which is the opposite of how nearly every other state works. Second, the annual renewal you have to file every year is completely free. The catch isn't a fee; it's the deadline: miss December 31 and the state terminates your LLC. This guide walks through every step, what a Minnesota LLC actually costs over time (which can genuinely be $0 a year to maintain), how to form one from outside the US, and the deadlines worth putting on a calendar — including a frank look at Minnesota's high income tax.

Form your Minnesota LLC for free with Jupid. We prepare and file your Articles of Organization — you pay only the state's filing fee, with no service markup. Start your Minnesota LLC →

A note from Slava

I'm Slava, co-founder and CEO of Jupid. Before this I co-founded and scaled an AI-powered accounting platform to around $30M in revenue and more than 100,000 business users — the kind of company that ends up filing a lot of paperwork in a lot of states and watching customers trip over the same potholes again and again.

Minnesota is the state that breaks the rules I'd internalized everywhere else. I'm used to telling founders "file online, it's cheaper and faster." In Minnesota that's half wrong: online is faster but it costs you $20 more than the mail route. And I'm used to states charging a yearly fee to keep an LLC alive — Minnesota charges nothing, which sounds great until you realize most "how to start an LLC in Minnesota" articles treat the free renewal as a footnote and bury the part that actually bites: there's no invoice to remind you, and if December 31 slides past, the Secretary of State terminates your company.

The other thing the cheery guides skip is the income tax. Minnesota's individual rates run up to 9.85% — among the steepest in the US — and the PTE election that used to soften that has just expired for 2026. So this guide does the things the others don't: it spells out both fee routes, it makes the free-but-mandatory renewal impossible to forget, it's honest about the tax, it covers the non-resident path, and it hands you a dated checklist for your first 90 days. Everything here is current for 2026, with links to the official sources so you can verify before you file.

Minnesota LLC at a glance

Sources: Minnesota Secretary of State — LLC forms and fees, Business Filing & Certification Fee Schedule, Minnesota Department of Revenue — income tax rates.

Should you actually form your LLC in Minnesota?

If you live in Minnesota and run your business from Minnesota, you should almost certainly form your LLC in Minnesota. The popular advice to "form in Wyoming or Delaware instead" doesn't help you here: an out-of-state LLC that does business in Minnesota has to register as a foreign LLC with the Secretary of State anyway — a foreign-registration fee, a Minnesota registered office, and the other state's annual fees and compliance — to maintain a Minnesota LLC that otherwise costs $0 a year to keep alive. You'd be paying more for more paperwork, and giving up the one thing Minnesota does brilliantly: free maintenance.

Forming elsewhere makes sense in a narrower set of cases: you genuinely don't operate in Minnesota (no office, employees, or significant activity here), you're a non-resident with no US footprint at all, or you have a specific reason — outside-investor expectations, for instance — that points to Delaware. If you're weighing it, our best state to form an LLC tool walks through the trade-offs, and our Wyoming LLC guide covers the non-resident case in detail. If Minnesota's 9.85% top income-tax rate is the thing giving you pause, that's a real consideration — but remember it follows where you operate and reside, not where you file, so forming in a no-income-tax state doesn't escape it if you're a Minnesota resident.

For everyone else with a Minnesota business: Minnesota it is. Here's how.

How to start an LLC in Minnesota, step by step

1. Choose and check your LLC name

Your name has to include "limited liability company" or the abbreviation "LLC," and it has to be distinguishable from every other entity on the Secretary of State's records (Minn. Stat. 322C.0108). One Minnesota-specific rule: the name may not contain "corporation," "incorporated," or their abbreviations — that language is reserved for corporations. Search the Secretary of State's business name search before you get attached to anything, and our Minnesota business name generator is built for trying several options at once. If you want to lock a name in before you're ready to file, a Request for Reservation of Name holds it for 12 months — $35 by mail or $55 online (most people skip it).

2. Set a Minnesota registered office (and optional agent)

Here's where Minnesota differs from almost every guide you'll read. Minnesota doesn't require a registered agent — it requires a registered office. Your Articles must list the street address of a registered office in Minnesota (no P.O. boxes), under Minn. Stat. 322C.0201. Naming an agent for service of process at that address is permitted but optional; if you don't name one — or the named agent can't be found — the Secretary of State automatically becomes your LLC's agent for service of process. So the hard requirement is a real Minnesota street address, not a designated agent. If no member lives in Minnesota with a street address, you'll hire a commercial registered-office service (roughly $100–$150 a year) to supply that address.

3. File the Articles of Organization

This is the step that creates your LLC. You file the Articles of Organization with the Minnesota Secretary of State, and you have two routes that cost different amounts:

• Online (via the MBLS portal) or in person in St. Paul — $155. Processed on an expedited basis: in person while you wait, online returned to you quickly.
• By mail — $135. The cheaper route, but processed first-in, first-out, so it takes longer.

This is the inverted-fee quirk most guides miss: online costs $20 more than mail, not less, because the higher price buys faster handling. There's no separate "expedite fee" — the speed is baked into the $155. You'll list the LLC name, the registered office address, and the organizer. Once it's approved, download or save the stamped copy — your bank will ask for it.

4. Write an operating agreement

Minnesota doesn't legally require an LLC to have an operating agreement, and you don't file it with anyone — but you should have one anyway, and you keep it with your company records. Chapter 322C calls it the "operating agreement" and supplies strong default rules (Minn. Stat. 322C.0110); your written agreement overrides those defaults and sets out ownership percentages, how profits are split, who can make decisions, and what happens if a member leaves. Even a single-member LLC should have one — it's part of how you keep the liability shield intact, and banks and partners often ask to see it.

5. Get your EIN from the IRS

An EIN is your LLC's federal tax ID, and you need it to open a bank account, hire anyone, and file taxes. It's free, and you get it after the Secretary of State approves your Articles. Apply at irs.gov — if you have an SSN or ITIN, the online application takes a few minutes. If you don't (common for non-resident owners), file Form SS-4 by fax, mail, or the IRS international phone line; see the non-resident section below. Never pay a third party for the EIN itself — the number is always free from the IRS.

6. Register for Minnesota taxes and any local licenses

Forming the LLC doesn't cover your state and local obligations. If you sell taxable goods or services with Minnesota nexus, register for a Minnesota Tax ID using Form ABR (Application for Business Registration) with the Department of Revenue; the confirmation serves as your sales-tax permit, with no separate permit fee. If you'll hire, register for withholding with the Department of Revenue and set up an unemployment-insurance employer account with DEED; Minnesota's new Paid Leave program is also coming online, so check current employer obligations. Minnesota has no statewide general business license, but some cities (Minneapolis, St. Paul, others) license by activity — check the city where you operate. Any professional or industry license you'd need as a sole proprietor, you still need as an LLC.

7. File the free Annual Renewal every year by December 31

This is Minnesota's signature requirement, and the one most likely to cost you your company if you forget it. Every Minnesota LLC must file an Annual Renewal with the Secretary of State by December 31 each year. The fee is $0 — it's free, online or by mail, and you can file anytime between January 1 and December 31 of the renewal year. But it is mandatory: if you don't file it, the Secretary of State administratively terminates your LLC (the statute calls this statutory dissolution). The good news is that reinstatement is available — you file a Reinstatement plus the missed renewal ($25 by mail or $45 online), and Minnesota holds your name for a year so you usually don't lose it. Still, a terminated LLC can't legally operate while it's dead, so the smart move is to never let it lapse.

What a Minnesota LLC really costs, year by year

Most guides quote "$155 to start" and stop — and they quote the more expensive number while ignoring the cheaper mail option and the genuinely free renewal. Here's the fuller picture.

Year one

Every following year

The free renewal is real — and that's the trap. Most states charge $25 to a few hundred dollars a year to keep an LLC in good standing. Minnesota charges nothing, which is genuinely great. But "free" means there's no invoice, no payment screen, and often no urgent reminder — so it's the easiest annual filing in the country to forget, and forgetting it terminates your company. Treat December 31 like a hard deadline even though the price tag is zero.

The online/mail fee gap is also real. Filing online costs $155; by mail it's $135. If you're not in a rush, the mail route saves you $20. If you need the LLC formed quickly — to open a bank account, sign a lease, or hit a client deadline — the $155 online filing buys you speed, and that's usually worth it.

DIY versus a formation service versus Jupid. Doing it yourself costs the state fee ($135 or $155) and your time. A formation service charges $0–$300 on top of that (the "$0" packages still pass through the state fee and then upsell you a registered-office service and a "compliance" subscription you mostly don't need in a state with a free renewal). Jupid forms your Minnesota LLC for free — you pay only the state filing fee — and then handles the bookkeeping and tax filings afterward, which is where the real ongoing work lives. To model the annual numbers for your situation, use our Minnesota LLC annual cost calculator.

Ready to skip the paperwork? Jupid files your Minnesota LLC for free — you pay only the state's filing fee — and then keeps your books and taxes handled from the same chat you'd text a friend in.

Forming a Minnesota LLC as a non-resident or foreign founder

You can own a Minnesota LLC without being a US citizen or resident — Minnesota imposes no residency requirement on members or managers. The practical hurdles are a Minnesota registered office, an EIN, a US bank account, and your US and Minnesota tax filings.

Registered office. This is the hard requirement for non-residents: your Articles must list a Minnesota street address. The agent is technically optional (the Secretary of State serves as agent if you name none), but the Minnesota address is not. If you don't have one, hire a commercial registered-office service here — budget around $100–$150 a year. P.O. boxes and mailbox-store addresses don't qualify.

Getting an EIN without an SSN. The IRS online EIN tool requires the responsible party to have an SSN or ITIN, so foreign founders generally can't use it. Instead, file Form SS-4: on line 7a, name the actual individual who controls the LLC; on line 7b, where it asks for that person's SSN/ITIN/EIN, write "Foreign" or "N/A" — don't invent a number. Submit it by fax or mail, or call the IRS international EIN line. Check the current Form SS-4 instructions for the right fax number and phone number, since the IRS changes them. Fax turnaround is usually about four business days; phone is immediate. The EIN is free — third-party "EIN services" charge $50–$300 for paperwork you can do yourself.

ITIN. An ITIN (Form W-7) is a tax ID for individuals who aren't eligible for an SSN. Your LLC gets an EIN; you as an owner may separately need an ITIN if you have to file a personal US return. ITINs are issued with a tax return attached or through an IRS Certifying Acceptance Agent and can take roughly seven to eleven weeks.

The Form 5472 obligation — don't skip this. A single-member LLC owned by a non-US person is a "disregarded entity" that generally must file Form 5472 along with a pro-forma Form 1120 every year, reporting transactions between the LLC and its foreign owner — even with zero income. The penalty for missing it is $25,000, and it can't be e-filed by a disregarded entity (paper or fax only). Almost no Minnesota LLC guide mentions this; build it into your annual calendar from day one.

US bank account. Most US banks want the owner physically present to open a business account, along with the EIN confirmation letter, the filed Articles of Organization, the operating agreement, and a passport. Several fintech business-banking platforms onboard non-resident-owned US LLCs remotely — eligibility and policies change, so check current terms before you rely on any of them. You'll typically need a US business address, which can be your registered office or a virtual office depending on the bank.

Minnesota tax. The free December 31 Annual Renewal is due regardless of where you live. Minnesota-source pass-through income is taxed at the graduated 5.35%–9.85% rates, and a non-resident member with Minnesota-source income may owe Minnesota nonresident income tax — the LLC may also have nonresident withholding obligations. Don't assume the PTE election will smooth this over: it has expired for tax years beginning after December 31, 2025, so confirm its status with your accountant before relying on it. Federally, if the LLC is engaged in a US trade or business, the foreign owner has US filing obligations of their own (Form 1040-NR for an individual, plus the Form 5472 filing above).

Registered agents and the Corporate Transparency Act (BOI)

Minnesota's setup is worth repeating because so much "registered agent" copy gets it wrong: the LLC must maintain a registered office — a Minnesota street address in its Articles — but naming a registered agent there is optional. If you don't name an agent, the Secretary of State serves as your agent for service of process. Because the registered-office address is public record, plenty of Minnesota residents who'd rather not publish a home address (and everyone who lives out of state) use a commercial registered-office service.

On the federal beneficial-ownership side: under the Corporate Transparency Act, LLCs were originally required to file a Beneficial Ownership Information (BOI) report with FinCEN. That changed. FinCEN's interim final rule, published March 26, 2025, redefined a "reporting company" to mean only entities formed under foreign law that register to do business in a US state. As of early 2026, a Minnesota-formed LLC — even one with foreign owners — has no BOI filing obligation. FinCEN has said it intends to finalize the rule during 2026, so this could shift; check fincen.gov/boi before you assume one way or the other. (If you register a foreign-formed entity to do business in Minnesota, that entity must still file BOI, though it doesn't have to report US-person owners.)

Your first 30, 60, and 90 days

Days 1–7

• Get your EIN from the IRS (free; online if you have an SSN/ITIN, otherwise by fax, mail, or phone).
• Adopt your operating agreement — not filed with the state, kept with your records; single-member LLCs need one too.
• Check your BOI status. As of early 2026 a domestic Minnesota LLC has no FinCEN filing to make; re-verify at fincen.gov/boi.

Days 1–30

• Open a US business bank account (EIN letter, filed Articles, operating agreement, ID).
• Register for a Minnesota Tax ID (Form ABR) with the Department of Revenue if you sell taxable goods or services.
• If you'll hire, register for withholding with the Department of Revenue and set up a DEED unemployment-insurance account, and check the new Paid Leave obligations.
• Check your city (Minneapolis, St. Paul, others) for any local license, get any professional or industry licenses your work requires, and look into business insurance (general liability now, workers' comp once you have employees).

Days 1–60

• Set up bookkeeping and a way to track Minnesota-source income, so you know where you land in the 5.35%–9.85% brackets.
• If you're a foreign-owned single-member LLC, note the annual Form 5472 + pro-forma 1120 filing.
• Ask your accountant whether the PTE election will exist for your 2026 tax year before you build any plan around it.

Every year by December 31 — the one that matters most

• File the free Annual Renewal with the Secretary of State. It's $0, but miss it and your LLC is administratively terminated. Set a recurring December 31 reminder the same week you get your EIN — the price is zero, so nothing will chase you for it.

Common mistakes with Minnesota LLCs

Skipping the free-but-mandatory December 31 renewal. Why it hurts: it's free, so there's no invoice to jog your memory — and missing it administratively terminates your LLC, which means it can't legally operate or enforce contracts until you reinstate it ($25 mail / $45 online plus the missed renewal). Fix: set a hard recurring December 31 reminder the week you form, and file the $0 renewal even in years when nothing else changes.

Assuming online filing is the cheap option. Why it hurts: you reflexively file online for $155 when the $135 mail route would have saved you $20 — or you trust a guide that quotes only one number. Fix: if you're not in a hurry, file by mail for $135; pay the $155 online fee only when you actually need the speed.

Thinking you must name a registered agent. Why it hurts: you pay for a service you may not strictly need, or get the Articles wrong by misreading the requirement. Fix: what Minnesota requires is a registered office — a Minnesota street address. The agent is optional; if you name none, the Secretary of State serves. (You still need that in-state address, which is why non-residents hire a service.)

Underestimating Minnesota's income tax. Why it hurts: you budget for the cheap formation and free renewal, then get surprised by a state rate that tops out at 9.85% on pass-through income — and you may have assumed the PTE election would soften it when it has expired for 2026. Fix: model your actual bracket early, keep clean books, and confirm the PTE election's status with your accountant before counting on it.

How Jupid helps

Jupid forms your Minnesota LLC for free — you pay only the state's filing fee, with no service markup and no surprise "compliance" subscription. After that, Jupid is your AI accountant, working in WhatsApp and iMessage the same way you already text. It connects to your business bank account, automatically categorizes your transactions (around 95.9% accuracy), keeps your deductions organized, and prepares your tax filings with CPA review before anything is submitted. For a Minnesota LLC, the free renewal and the cheap filing fee are the easy parts — the real work is staying on top of those graduated state rates, tracking Minnesota-source income, and keeping books clean enough to back it all up, and that's the work Jupid does for you. Start your Minnesota LLC free with Jupid →

Frequently asked questions

How much does it cost to start an LLC in Minnesota in 2026? The Articles of Organization cost $155 if you file online or in person, or $135 if you file by mail. Minnesota is unusual: online costs more than mail, because online and in-person filings are processed on an expedited basis. After that, the Annual Renewal is free ($0), so a Minnesota LLC's recurring state cost can be zero if you serve as your own registered office.

Why does filing online cost more than filing by mail in Minnesota? Because online and in-person filings are processed expedited — returned to you quickly — while mailed filings are handled first-in, first-out and take longer. The $155 online/in-person fee bundles that expedited handling; the $135 mail fee is the slower, cheaper route. There's no separate expedite add-on.

Is the Minnesota Annual Renewal really free, and what happens if I miss it? Yes, the Annual Renewal fee is $0. But it's mandatory and due by December 31 every year. If you miss it, the Secretary of State administratively terminates (statutorily dissolves) your LLC. You can reinstate by filing a Reinstatement plus the missed renewal — $25 by mail or $45 online — and the name is held for a year, so you usually don't lose it.

Do I need a registered agent for a Minnesota LLC? Minnesota requires a registered office — a Minnesota street address listed in your Articles — but naming a registered agent is optional. If you don't name an agent, the Secretary of State automatically serves as your agent for service of process. Most "agent required" copy is technically wrong for Minnesota; the real requirement is the in-state address. P.O. boxes aren't allowed for the registered office.

Can a non-US resident own a Minnesota LLC? Yes. Minnesota has no citizenship or residency requirement for members or managers. You'll need a Minnesota registered office address (usually a commercial service), an EIN (which you can get without an SSN via Form SS-4), and you'll still file the free December 31 renewal. A foreign-owned single-member LLC also files Form 5472 with a pro-forma Form 1120 every year.

How much income tax does a Minnesota LLC pay? A default LLC is a pass-through, so its income is taxed on the members' Minnesota returns at the state's graduated individual rates: 5.35%, 6.80%, 7.85%, and 9.85% at the top — among the highest in the country. There's no separate state franchise or annual LLC tax for pass-throughs. Minnesota's Pass-Through Entity (PTE) tax election, a SALT-cap workaround, has expired for tax years beginning after December 31, 2025, so don't count on it for 2026 without checking with your accountant.

Official sources

• Minnesota Secretary of State — LLC forms and fees (Articles of Organization, name reservation, renewals)
• Minnesota Secretary of State — Business Filing & Certification Fee Schedule ($135 mail / $155 online, $0 Annual Renewal, $25/$45 reinstatement, $35/$55 name reservation)
• Minnesota Secretary of State — Renewals (December 31 deadline, free, administrative termination, reinstatement)
• MBLS — online filing portal
• Minn. Stat. ch. 322C — Minnesota LLC Act (322C.0108 name · 322C.0201 Articles & registered office · 322C.0110 operating agreement)
• Minnesota Department of Revenue — income tax rates and brackets (5.35% / 6.80% / 7.85% / 9.85%)
• Minnesota Department of Revenue — Pass-Through Entity (PTE) Tax (expired for 2026)
• Minnesota Department of Revenue — Registering Your Business (Minnesota Tax ID / Form ABR) · Minnesota DEED — business taxes (unemployment insurance, Paid Leave)
• IRS — get an EIN · Instructions for Form SS-4 · About Form 5472
• FinCEN — Beneficial Ownership Information
• Related on Jupid: Minnesota LLC formation · Minnesota LLC annual cost calculator · Minnesota business name generator · best state to form an LLC · Wisconsin LLC guide · Wyoming LLC guide

This guide is general information, not legal or tax advice. Fees, deadlines, and thresholds change — verify with the official sources above before you file.

Last updated: June 2026.