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LLC Formation in Minnesota

Every state has its own rules for forming an LLC (Limited Liability Company) and Minnesota is no different. Knowing Minnesota’s LLC requirements can help you decide if you want to form your LLC in that state—and prepare you so the task will go more smoothly.

Naming your MN LLC

The LLC name must contain either "Limited Liability Company," or "LLC; and, it cannot contain either “corporation” or “incorporated” or an abbreviation of those words. The name must not be deceptively similar to the name (or reserved name) of any other domestic corporation, limited partnership, limited liability partnership, limited liability company, foreign corporation, foreign limited partnership, foreign limited liability partnership or foreign limited liability company authorized to do business in the state unless: (1) the other business is about to change its name, cease business, dissolve or withdraw, and (2) written consent from that business is obtained.

Member/Manager information

The following are Minnesota’s requirements for the members/managers of LLCs:

  • Minimum number. LLCs must have one or more members/managers.
  • Residence requirements. Minnesota does not have a provision specifying where members/managers must reside.
  • Age requirements. There is no age requirement for members/managers, but at least one organizer must be 18 years of age or older.
  • Inclusion in the Articles of Organization. Member/Manager names and addresses are not required to be listed in the Articles of Organization.
  • Manger-managed. Minnesota requires a “Board of Governors” unless the members affirmatively vote otherwise; Minnesota requires at least one “manager” who has authority to act for the LLC.

Requirements for the Articles of Organization

A Minnesota LLC is formed by filing completed Articles of Organization and paying the state-established filing fee. The information required in the formation document varies by state. Minnesota's unique requirements include:

  • An email address must be provided, as well as a name and daytime telephone number of a person who can be contacted about the Articles of Organization

Registered Agent

All states require the appointment of a Registered Agent. In Minnesota, you must list the name and address of your Registered Agent in your Articles of Organization. The address must be a physical one within the state of Minnesota—no post office boxes. Your agent must be available during normal business hours to accept Service of Process and other important legal and tax documents for the LLC.

Professional services businesses

Minnesota allows professionals, such as accountants, attorneys, and physicians to form a professional limited liability company (PLLC).

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