Form a Minnesota LLC

At LawInc we are Minnesota LLC formation experts who can help you form a Minnesota LLC, the right way. We file the Minnesota LLC Articles of Organization with the Minnesota Secretary of State Corporations Division and prepare a customized operating agreement. We can also obtain the Minnesota LLC’s EIN, in an quickly as 24 hours. Let LawInc guide you through the process of forming your Minnesota LLC.

Let LawInc walk you through the Minnesota Limited Liability Company formation process. Our clear, concise and easy to use website, helps keep things simple.

Minnesota LLC Name

The first step in forming a Minnesota Limited Liability Company (LLC) is selecting the business name. Minnesota LLC names:

• Must contain the words must contain the words “Limited Company” or “Limited Liability Company” or the abbreviation “L.C.” or “L.L.C.”
• The name of a Minnesota LLC must be distinguishable on the records of the Minnesota Sec. of State.

An available Minnesota LLC name may be reserved for 120 days.

LawInc.com permits you to choose up to three names and will conduct a name search for your Minnesota LLC, prior to filing.

Minnesota LLC Formation

Minnesota LLC Filing Procedure: When forming a Minnesota LLC, the Minnesota Articles of Organization must be filed with the Minnesota Secretary of State. The Minnesota Articles of Organization must state:

• The Minnesota LLC name.
• Name and address of each Minnesota LLC organizer.
• Street address of Minnesota registered agent.
• Street address of principle place of business.

Minnesota LLC Organizers: An Minnesota limited liability company can be formed by one (1) or more organizers.

Minnesota LLC Members: Minnesota LLCs require 1 or more members. There is no residence or age requirement. Minnesota LLC members are not required to be listed in the Articles of Organization.

Minnesota LLC Duration: The period of duration of a limited liability company shall be perpetual unless the Minnesota Articles of Organization place a limitation on the company’s existence or until dissolution or termination.

Minnesota Registered Agent: An Minnesota LLC must maintain a registered agent and office to receive service of process in Minnesota. The Minnesota registered agent should be available, at an Minnesota physical address, during normal business hours to accept important legal and tax documents on behalf of the Minnesota LLC. The registered agent can either be (1) a domestic entity or a foreign entity that is registered to do business in Minnesota or (2) an individual resident of the state. A Minnesota LLC may not act as its own agent.

Minnesota LLC Operating Agreement: After filing, it is highly advised that an operating agreement is drafted which dictates the LLC internal affairs and management. There is no set criteria, but an Minnesota LLC operating agreement should reference how the Minnesota LLC is managed, allocation of profits and losses and member capital contributions. The Minnesota LLC operating agreement does not need to be filed.

Minnesota LLC Post-Filing Requirements

Minnesota LLC Annual Report: Minnesota LLCs are required to file an annual report. The Minnesota LLC annual report is due annually on December 31. There is no filing fee associated with the Minnesota LLC annual report.

You can file your Minnesota annual registration by sending in a paper form or online. Corporations have to list the CEO of the company. To file the Minnesota LLC annual report, online, visit: http://mblsportal.sos.state.mn.us.

Minnesota LLC Taxes

Minnesota State Income Tax: The LLC tax rate for Minnesota is variable, depending on Minnesota taxable net income.

Federal Income Tax: An advantage of the LLC is its tax flexibility. LLC members are allowed to select how the entity will be taxed. An LLC may be classified for federal income tax purposes as either a:

• Sole proprietorship
• Partnership, or
• Corporation.

Single member LLCs are treated the same as sole proprietorships. Profits are reported on Schedule C as part of your individual 1040 tax return. Self-employment taxes on Minnesota LLC net income must be paid just as you would with any self-employment business.

Most Minnesota multi-member LLCs elect to be treated as partnerships by the IRS and file IRS Form 1065. On this form, Minnesota LLC profits are reported and allocated to each of the owners according to the Minnesota LLC’s operating agreement. Each owner is given a Schedule K-1, which shows each owner’s share of LLC income or loss. The owner then reports and pays taxes on this income on the owner’s annual 1040 income tax return. It is important to note that as with sole proprietorships, all Minnesota LLC profits are taxed to the owners, even if they are not actually distributed by the LLC. This situation can arise when the LLC needs to use its profits to pay ongoing expenses.

If pass-through taxation is not desired, an LLC may elect to be taxed as a corporation by completing IRS Form 8832. If this election is made, the LLC is taxed as a C corporation by the federal government. Because the corporate income tax rates for the first $75,000 of corporate taxable income are lower than the individual income tax rates that apply to the taxable income of non-corporate taxpayers, it is possible a net income tax savings can result from this tax election. Additionally, an LLC can be taxed like an S corporation by filing IRS Form 2553.

Federal Tax Identification Number/Employer Identification Number (EIN): The Federal Tax Identification Number, also known as the Employer Identification Number (EIN) is a number that is assigned to a business by the Internal Revenue Service. An EIN is like a Social Security Number for a business. It is a requisite for certain business functions such as opening bank accounts or hiring employees. An EIN is typically required if the Minnesota LLC has more than one owner, or any employees.

Minnesota LLC Dissolution/Cancellation

Minnesota LLC Dissolution/Cancellation: In order to dissolve or cancel an Minnesota LLC, the members or managers must first file a Notice of Dissolution with the Minnesota Secretary of State. LLCs filing the Articles of Termination must indicate whether they have notified creditors and claimants of the dissolution. LLC winding up procedures differ based on notice to creditors. If the Minnesota LLC has accepted contributions, then it should file a Articles of Termination. If the Minnesota LLC has not accepted contributions, then Articles of Dissolution and Termination should be filed.

Acts Triggering Minnesota LLC Dissolution: A Minnesota LLC can be dissolved upon the happening of one of the following:

• At a time specified in the Articles of Organization or operating agreement;
• Upon occurrence of events specified in the Articles of Organization or operating agreement;
• Consent by the specific number or percentage of members indicated in the operating agreement;
• At any time there are no members; or
• Judicial decree to dissolve by a Court.