Minnesota: Domestic LLC Formation Filing Requirements
The short answer
One or more organizers form a Minnesota LLC by filing signed Articles of Organization with the Secretary of State and paying the $135 statutory filing fee. The articles state the compliant name, Minnesota registered-office street address, any optional registered agent, and every organizer's name and street address; they do not require a purpose, management election, or owner list. Current filing costs $135 by mail or $155 online or in person, and there is no publication or separate initial report; the free annual renewal starts in the following calendar year.
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This is the general rule in Minnesota. Ezel applies current Minnesota law to your specific facts and answers with citations to the statutes.
| Governing law and filing record | Minnesota Revised Uniform LLC Act, ch. 322C; Articles of Organization filed with Secretary of State (Minn. Stat. § 322C.0201) |
|---|---|
| Organizer and signature | One or more persons may organize; each organizer's name/street address is public and at least one organizer signs. Organizer may be an individual or entity and need not become a member (§§ 322C.0102, .0201, .0203) |
| Required entity and purpose terms | English-character name with 'limited liability company' or 'LLC'; no purpose term required, any lawful purpose allowed, and duration is perpetual (§§ 322C.0104, .0108, .0201) |
| Addresses and service fields | Minnesota registered-office street address required; P.O. box alone barred. Agent is optional and, if designated, only the agent name is stated at that office (§§ 5.36, 322C.0113, .0201) |
| Management and owner disclosure | No member/manager/board election and no owner, member, manager, or governor names required. Organizer disclosure does not establish ownership (§ 322C.0201(2), (4)(c)) |
| Optional and restricted provisions | Other statements allowed, but an operating-agreement-forbidden clause is ineffective and an articles clause cannot itself serve as a statement of authority (§§ 322C.0112(3), .0201(3)) |
| Filing method, fee, and attachments | $135 by mail; $155 online or expedited in person. No ordinary attachment; name-conflict consent is conditional. Form also collects official-notice email and filing contact (SOS, July 29, 2026) |
| Formation and effective date | Forms when articles are filed with the $135 payment; original articles are excepted from the general delayed-date rule, and the current form has no delayed-date field (§§ 322C.0201(4), .0205(3)) |
| Publication and initial follow-up | No publication, proof filing, or separate initial report. Free annual renewal begins the next calendar year and is due by December 31 (§ 322C.0208(b); SOS, July 29, 2026) |
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Requirements one by one
Governing law and filing record
Minnesota uses Articles of Organization under Chapter 322C, the Minnesota
Revised Uniform Limited Liability Company Act. Minn. Stat. § 322C.0201 says one
or more organizers form the company by “signing and filing with the secretary
of state articles of organization.”
Organizer and signature
An organizer can be an individual or another legal or commercial entity under
§ 322C.0102. Every organizer's name and street address appears in the public
articles, and § 322C.0203 requires at least one person acting as organizer to
sign.
The current form adds a certification that the signer is the required person,
that person's authorized agent, or both, and that the information is true and
correct under penalty of perjury. Formation itself does not make an organizer
or anyone else a member.
Required entity and purpose terms
The name must use English letters or characters, contain “limited liability
company” or “LLC,” avoid corporate designators, and satisfy the
distinguishability rule in § 322C.0108. If an existing business consents to a
conflicting name, the Secretary of State requires that consent with the original
filing.
Purpose is not a required articles field. Section 322C.0104 permits any lawful
purpose for an ordinary for-profit LLC and gives the company perpetual duration;
the current form prints that perpetual-duration term in Article III.
Addresses and service fields
The articles state the Minnesota street address of the initial registered
office. Section 5.36 requires an actual office location, so a P.O. box cannot
stand alone. The registered office need not be the principal place of business.
A registered agent is optional. Sections 322C.0113 and 5.36 say the LLC must
maintain the office but “may have” or “may designate” an agent. If the organizer
chooses an agent, the articles state the agent's name at that same office.
Section 5.002 authorizes a separate official-notice email field. The current
form also asks for a filing-contact name and daytime phone number; those are not
part of § 322C.0201's statutory articles list.
Management and owner disclosure
Minnesota's minimum articles do not select member-, manager-, or board-management
and do not identify members, managers, governors, or beneficial owners. The only
people or entities necessarily named because of the formation filing are the
organizers and, if one is appointed, the registered agent.
Section 322C.0201(4)(c) expressly warns against treating the organizer list as an
owner list: “The formation of a limited liability company does not by itself
cause any person to become a member.”
Optional and restricted provisions
Section 322C.0201 permits other statements in the articles, but an articles
clause cannot itself operate as a statement of authority. Section 322C.0112 also
makes a filed clause ineffective if Chapter 322C would forbid the same clause in
the operating agreement.
Filing method, fee, and attachments
The statutory formation payment is $135. The current Secretary of State fee
schedule charges that amount for mail filing and $155 for online or
expedited in-person filing. The paper form may be mailed or delivered to the
Secretary of State's Business Services counter.
An ordinary filing needs no separate attachment. A name-conflict consent becomes
mandatory only when the filing relies on an existing business's consent to use a
name that is not distinguishable. The professional-firm attachment on the form
is outside this survey's ordinary-LLC scope.
Formation and effective date
Minn. Stat. § 322C.0201 ties formation to filed articles accompanied by the
$135 payment. The general delayed-effective-date rule in § 322C.0205 is expressly
subject to that original-articles formation rule, and the current articles form
offers no delayed-date field. For an ordinary new Minnesota LLC, the formation
event is filing, not a date up to 90 days later.
The Secretary of State's filing is conclusive proof, except in a state
dissolution proceeding, that the organizer satisfied the formation conditions.
Publication and initial follow-up
Chapter 322C and the current filing package impose no newspaper or database
publication, proof-of-publication filing, or separate initial report. The first
recurring filing is the free annual renewal under § 322C.0208, beginning in the
calendar year after formation and due by December 31.
What trips people up
The office is mandatory; the agent is optional. Leaving the agent line blank
does not eliminate the need for an actual Minnesota registered-office location.
The organizer list is public but is not an owner list. An organizer may be an
entity and does not become a member merely by filing the articles.
Online filing costs more. Minnesota's current schedule treats online and
in-person filings as expedited and charges $155 rather than the $135 mail fee.
The 90-day delay rule does not govern original articles. Section 322C.0205's
general rule is subject to § 322C.0201's filing-based formation rule, and the
current formation form has no delayed-date choice.
Common questions
Can the registered office be outside Minnesota? No. It must be an actual
Minnesota office location. A mailing address or P.O. box may supplement that
location but cannot replace it.
Must a Minnesota LLC publish notice after filing? No. The statewide Chapter
322C formation process has no LLC-publication or proof-filing step.
Is an annual renewal due in the formation year? No. Section 322C.0208 starts
the renewal duty in the next calendar year and sets a December 31 deadline.
Statutes and sources
- Minn. Stat. § 322C.0102 — organizer, person, and signature definitions.
https://www.revisor.mn.gov/statutes/cite/322C.0102
(accessed 2026-07-29) - Minn. Stat. § 322C.0104 — separate entity, lawful purpose, and perpetual
duration.
https://www.revisor.mn.gov/statutes/cite/322C.0104
(accessed 2026-07-29) - Minn. Stat. § 322C.0108 — required LLC name form and distinguishability.
https://www.revisor.mn.gov/statutes/cite/322C.0108
(accessed 2026-07-29) - Minn. Stat. §§ 5.36 and 322C.0113 — actual Minnesota registered office and
optional registered agent.
https://www.revisor.mn.gov/statutes/cite/5.36
(accessed 2026-07-29) - Minn. Stat. § 322C.0112 — ineffective and conflicting filed provisions.
https://www.revisor.mn.gov/statutes/cite/322C.0112
(accessed 2026-07-29) - Minn. Stat. § 322C.0201 — organizers, required and optional articles,
$135 payment, formation, and no automatic membership.
https://www.revisor.mn.gov/statutes/cite/322C.0201
(accessed 2026-07-29) - Minn. Stat. § 322C.0203 — organizer signature.
https://www.revisor.mn.gov/statutes/cite/322C.0203
(accessed 2026-07-29) - Minn. Stat. § 322C.0205 — general effective-time and 90-day-delay rules,
subject to the original-articles formation rule.
https://www.revisor.mn.gov/statutes/cite/322C.0205
(accessed 2026-07-29) - Minn. Stat. § 322C.0208 — free annual renewal starting the following year.
https://www.revisor.mn.gov/statutes/cite/322C.0208
(accessed 2026-07-29) - Minn. Stat. § 5.002 — official-notice email field.
https://www.revisor.mn.gov/statutes/cite/5.002
(accessed 2026-07-29) - Minnesota Secretary of State, Articles of Organization — current fields,
organizer certification, fees, filing routes, and optional-agent instruction.
https://www.sos.mn.gov/media/1824/llcarticlesoforganization.pdf
(accessed 2026-07-29) - Minnesota Secretary of State, forms and fee schedule — conditional consent,
filing methods, $135/$155 fees, and free renewal.
https://www.sos.mn.gov/business-liens/start-a-business/business-filing-certification-fee-schedule/
(accessed 2026-07-29)
Source links
Every statute quoted above, linked, with the date we checked it.
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