How to Become an LLC in Minnesota
A limited liability company (LLC) is a business formation that protects its members from facing personal liability for the financial obligation and debts of the company. In Minnesota, a formal request must be submitted to the secretary of state in order to be given authority to act as an LLC in the state. The formal request, which is called the Articles of Incorporation, must accompany a filing fee before the state can issue a determination on its merits.
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Instructions
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Complete the "Articles of Incorporation" form on the secretary of state's website. The Articles of Incorporation is a short, one-page document that provides basic information about the LLC to the state. After indicating whether the LLC is a for-profit or nonprofit entity, state the LLC's name and registered agent (i.e., the person to whom the state should direct all correspondence, including notice of any legal action taken against the LLC). The number of shares the LLC has authority to issue must be noted and a contact list of all the LLC's incorporators must be included. Each incorporator must sign the document. Finally, the person preparing the Articles of Incorporation should be listed as the contact should the state have any questions about the document.
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Submit the Articles of Incorporation to the secretary of state along with the filing fee. As of May 2011 the filing fee was $160; checks must be made payable to the secretary of state. For an additional $10 surcharge, the Articles of Incorporation may be submitted online. The advantage of filing online is that the request is reviewed within 24 hours (if submitted during the week).
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Wait until the secretary of state approves the application before holding the company out to the public as an LLC. The LLC does not come into official existence until the state sanctions such. Prematurely advertising or holding the company out as an LLC without the state's approval can expose LLC members to financial liability and may result in penalties or fines being issued by the state.
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Tips & Warnings
The secretary of state's website offers a free online search engine that can determine whether the LLC's proposed name is available. Do a search prior to filing the Articles of Incorporation; this will ensure that the LLC's application is not unnecessarily rejected because another LLC is using the proposed name.
The LLC's name must contain an appropriate abbreviation, such as "LLC" or "Ltd." and cannot using any words or abbreviations indicating corporation status (e.g., Corp.).
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