How to Form an LLC in Minnesota

Business owners can form a limited liability company in Minnesota by filing the appropriate formation documents with the state. A Minnesota LLC is a hybrid entity that combines the limited liability protection of a corporation with the management flexibility of a partnership. Minnesota LLCs are treated like a distinct legal entity with a separate existence from the members of the company. The state of Minnesota allows LLC formation with a single business owner, or an unlimited number of members.

Things You'll Need

• Articles of organization forms

Instructions

1. Confirm business name availability using the Minnesota secretary of state website. The state of Minnesota requires LLCs to select a business name that is distinguishable from other businesses that are registered with the Minnesota secretary of state. Include the phrase "limited liability company," or the abbreviation "LLC." Avoid using language that suggests the company is affiliated with a government agency or a banking institution.

2. Obtain Minnesota articles of organization. The Minnesota secretary of state allows an LLC to complete and submit articles of organization online using the Minnesota secretary of state website. Print articles of organization from the Minnesota secretary of state website or pick up the articles of organization in person at the Minnesota secretary of state's office. Visit the Minnesota secretary of state at the Retirement Systems of Minnesota Bldg., 60 Empire Dr., Suite 100, St. Paul, MN, 55103. Call 651-296-2803 to have Minnesota articles of organization sent by mail.

3. Complete the Minnesota articles of organization. Indicate the legal name, principal address and purpose for organizing the Minnesota LLC. Provide the date when the Minnesota LLC will dissolve, or state that the company will have an unlimited life. Supply the name and physical address of a person, 18 or older, or a business that will accept legal documents directed to Minnesota LLC. List the name and address of each LLC organizer. The LLC organizer is responsible for filing the company's articles of organization with the Minnesota secretary of state.

4. Submit the completed articles of organization to the Minnesota secretary of state. Hand deliver or mail the articles of organization, unless you decide to file the Minnesota articles of organization online. As of 2010, a Minnesota LLC must pay $160 to file articles of organization with the Minnesota secretary of state. Online filing requires an LLC to pay an additional $10, as of 2010. Online payments must be submitted by debit or credit card. Check and money order payments are required when filing by mail. All payment forms are accepted when filing articles of organization in person at the Minnesota secretary of state's office.

5. Prepare an operating agreement to establish rules and procedures for running the business. There are no specific rules to follow when creating an operating agreement for a Minnesota LLC. Include information such as the voting rights of the company's members, and the manner that the Minnesota LLC will divide profits and losses amongst its members. Keep the operating agreement at the Minnesota LLC's primary business location.

References

• Nolo: Forming an LLC in Minnesota
• Legal Zoom: Minnesota LLC
• Limited Liability Company Center: How to Form a Minnesota Limited Liability Company

Resources

• Minnesota Secretary of State:Minnesota and Foreign Limited Liability Companies
• American Incorporators LTD: Minnesota LLC