Minnesota LLC: How To Start an LLC in 9 Steps (2026)

To start a Minnesota LLC, choose a business name, establish a registered office, and file articles of organization with the secretary of state. The filing requires:

• A name containing “Limited Liability Company” or “LLC”
• A Minnesota street address for the registered office
• Each organizer’s name, address, and signature
• An email address for official notices
• A $155 online filing fee or $135 mail-in fee

After formation, get a federal employer identification number (EIN) and complete applicable tax and license registrations. Small businesses make up 99.5% of Minnesota businesses (560,428 in total) and employ 1.3 million people (or 45.8% of the state’s workforce), as of 2025. This guide covers how to start an LLC in the North Star State.

What is an LLC?

A limited liability company (LLC) is a business structure owned by one or more members. A one-owner LLC is a single-member LLC. An LLC with two or more owners is a multimember LLC. Members generally aren’t personally liable for the company’s debts or legal obligations.

For federal income tax, the IRS treats a single-member LLC as part of its owner’s tax return and a multimember LLC as a partnership by default. An LLC can also elect corporate tax treatment.

Is an LLC the right business structure for you?

Minnesota businesses can use several business structures. The right choice depends on your business goals and ownership plans. An LLC fits if:

• You want to limit your personal liability. LLC members generally aren’t personally responsible for the business’s debts or legal obligations.
• You prefer pass-through taxation. Business income generally passes to the members’ personal tax returns. The tradeoff is that active members generally owe federal self-employment tax on their share of business earnings.
• You prefer member ownership. LLCs use membership interests rather than stock. A C corporation is better suited for raising capital by issuing shares.

How to start a Minnesota LLC

Follow these nine steps to form a Minnesota LLC and meet the state’s ongoing requirements:

• Name your Minnesota LLC
• Set up your registered office and registered agent
• File your Minnesota articles of organization
• Prepare a Minnesota LLC operating agreement
• Get a federal employer identification number (EIN)
• Obtain business licenses and permits
• Understand Minnesota state tax requirements
• Examine business insurance options in Minnesota
• File your Minnesota LLC annual renewal

1. Name your Minnesota LLC

Choose an LLC name that meets Minnesota’s naming rules:

• Use a distinguishable name. The name must differ by at least one letter or numeral from another business name on file with the state.
• Include the entity type. The name must contain “Limited Liability Company” or “LLC.”

A name reservation can hold the name for 12 months while you prepare the LLC filing. The fee is $55 online or in person, and $35 by mail.

How to search Minnesota business names

1. Open the Minnesota Business Filings Online portal and create an account or sign in.
2. Find “File a New Business or Nonprofit” and select “Limited Liability Company (Domestic).”
3. Enter the proposed name. Choose “LLC” from the entity designation menu.
4. Select “Search.” The system will confirm availability or list conflicting businesses.

The filing costs $50 online or in person and $30 by mail. Annual renewals are free and required to maintain good standing. Also note that if your LLC will operate under a different name, you need to file a Certificate of Assumed Name, commonly called a DBA (which stands for “doing business as”). Unlike LLC names, Minnesota permits identical or similar assumed names.

After filing, publish the certificate in a qualified legal newspaper for two consecutive issues in the county where the principal business is located. Keep the newspaper’s affidavit of publication with your records.

2. Set up your registered office and registered agent

Every Minnesota LLC must maintain a registered office in the state. To comply, provide a complete Minnesota street address or rural route and box number. It’s worth noting that a PO box is accepted only when paired with a physical address.

Minnesota allows an LLC to appoint a registered agent, who accepts legal documents on the LLC’s behalf. An appointed agent must be a Minnesota resident, a Minnesota entity, or a foreign entity authorized to conduct business in the state. List the agent’s full name at the registered office address in the Articles of Organization.

3. File your Minnesota articles of organization

Articles of organization legally establish an LLC. Whereas, articles of incorporation create a corporation.

Provide the following information:

• The LLC’s legal name
• Its Minnesota registered office address
• The registered agent’s name, if one is appointed
• Each organizer’s name, address, and signature
• An email address for official notices
• A contact name and daytime phone number

File online through the Minnesota Secretary of State Business Portal, by mail, or in person by appointment. The filing fee is $155 online or in person and $135 by mail.

Online submissions receive expedited processing. The secretary of state typically processes them within three to five business days and emails the completed documents.

Mail submissions are processed nonexpeditiously in the order received. The state doesn’t publish a fixed turnaround time for mailed filings. In-person filings receive expedited processing and are usually completed during the appointment.

Once approved, the articles of organization establish the LLC as a Minnesota business entity.

4. Prepare a Minnesota LLC operating agreement

An operating agreement defines an LLC’s ownership, management, and internal procedures. Minnesota makes a written agreement optional for LLC formation. The agreement stays with the LLC’s internal records.

Under Minnesota Statutes Chapter 322C, state rules govern any issue the operating agreement leaves unaddressed. For an LLC with no agreement, those rules govern member relations and management duties. They also govern company activities and amendment procedures. Members can customize many of those rules within statutory limits.

A Minnesota LLC operating agreement commonly covers:

• Each member’s ownership percentage and capital contribution
• Voting rights and decision-making procedures
• Member and manager roles
• Profit and loss distributions
• Procedures for adding or removing members
• Transfers of membership interests
• Dissolution and asset distribution

5. Get a federal employer identification number (EIN)

Apply for an EIN through the IRS. The application is free, and the EIN identifies your LLC for federal tax purposes.

6. Obtain business licenses and permits

Minnesota offers business licenses by profession or activity. Search License Minnesota by topic or agency to find applicable state requirements.

Licensing can also apply locally. Some cities require commercial building contractors to register. Local zoning rules may affect a home-based business. Check with the city and county where your LLC operates.

If your LLC will make taxable sales, register for a Minnesota Tax ID and Sales and Use Tax account before making those sales.

7. Understand Minnesota state tax requirements

Your LLC’s tax obligations depend on its federal tax classification, employees, and business activities. Requirements are:

• Income and self-employment taxes. LLC profits generally pass through to members’ personal tax returns. Members who work in a disregarded entity or partnership-taxed LLC may also owe federal self-employment tax.
• Withholding and payroll taxes. An LLC with employees must withhold applicable state and federal income taxes and pay employer payroll taxes. Minnesota withholding is calculated using employee elections and state tax tables—not a flat rate.
• Sales and use tax. Minnesota’s general state sales tax rate is 6.875%. Applicable local and special taxes may increase the total rate.
• Unemployment insurance tax. Employers pay an individually assigned Minnesota unemployment insurance tax rate. Rates depend on factors such as the employer’s industry and unemployment claims history.
• Special taxes. Some businesses owe product-specific taxes, including taxes on liquor, tobacco, and fuel.

Eligible LLCs taxed as partnerships or S corporations may make Minnesota’s optional pass-through entity tax election. The LLC pays state income tax at the entity level on behalf of qualifying owners, who may claim a corresponding Minnesota tax credit.

The PTE tax rate is 9.85%, and the election is available for tax years beginning before January 1, 2028. Owners may want to consult a tax professional before making the election.

Ecommerce businesses can use Shopify Tax to calculate US sales tax based on registered jurisdictions and product categories. Shopify’s tax liability insights identify potential obligations based on where a store sells and ships. The US tax reference also provides Minnesota economic nexus and local tax information.

8. Examine business insurance options in Minnesota

Business insurance can reduce the financial impact of covered accidents, property damage, and lawsuits. Options for Minnesota LLCs are:

• Workers’ compensation insurance. Minnesota generally requires employers to purchase workers’ compensation insurance or become self-insured (limited statutory exemptions apply.) The coverage pays benefits for work-related injuries, illnesses, or death.
• General liability insurance. General liability coverage can pay for certain third-party injury, property damage, and advertising injury claims. Minnesota law generally doesn’t require it, but a landlord may require proof of coverage before approving a commercial lease.
• Business interruption insurance. This coverage can replace qualifying income and operating expenses when covered property damage temporarily stops business operations.
• Cyber and media liability insurance. Online businesses may need coverage for costs associated with data breaches or cyberattacks. Media liability coverage can apply to certain defamation and intellectual property claims.

Review each policy’s limits, exclusions, and deductibles before purchasing coverage. An insurance agent familiar with Minnesota businesses can help identify policies that best fit your LLC’s operations.

9. File your Minnesota LLC annual renewal

Beginning the calendar year after formation, a Minnesota LLC must file an annual renewal by December 31. Filing is free while the LLC remains active and in good standing.

To renew online, find the LLC through the Business Filings Online portal. Open the business record and select “File Amendment/Renewal,” then choose “Renewal” and submit the filing. Owners can also file the annual renewal form by mail or in person.

Missing the deadline can lead to administrative dissolution and inactive status. Reinstatement requires a current annual renewal and a fee, which costs $45 online or in person and $25 by mail. The original business name must remain available for reinstatement.

How much does it cost to start an LLC in Minnesota?

To form a Minnesota LLC by mail, it costs at least $135. Online and in-person filings cost $155. The Minnesota Secretary of State fee schedule displays the following filing options:

A name reservation is optional. It costs $35 by mail, or $55 online or in person. Insurance, permits, and commercial registered agent services can increase the total startup cost.

Set up your business finances on Shopify

After the state approves your articles of organization, add the LLC as a registered business entity in Shopify admin.

Go to Settings > General > Business details. Open the menu and select Add entity. Choose the United States and select Registered business.

Enter the LLC’s legal name exactly as it appears on the formation documents. Add its address, owners, account representative, and requested verification documents.

Eligible US merchants can use Shopify Balance to receive Shopify Payments payouts and manage business transactions. Separate Balance accounts can also help stores allocate money for expenses such as payroll.

Shopify Capital is funding for eligible operating merchants, not a startup loan for forming an LLC. Shopify evaluates eligibility using store activity and sales performance. A store must have operated for at least three months or made its first sale more than three months ago.

Eligible US merchants may receive loan offers in the Finance section of Shopify admin. Funds can cover business expenses such as inventory purchases or marketing campaigns.

This post is for information only. You are responsible for reviewing and using this information appropriately. This content doesn’t contain and isn’t meant to provide legal, tax, or business advice. Requirements are updated frequently and you should make sure to do your own research and reach out to professional legal, tax, and business advisers, as needed. Businesses outside of Minnesota will have different steps and requirements. To sell products using the Shopify platform, you must comply with the laws of the jurisdiction of your business and your customers, the Shopify Terms of Service, the Shopify Acceptable Use Policy, and any other applicable policies.