How to Start a Business in Minnesota Minnesota Registered Agent How to Start an LLC in Minnesota

Articles of Organization LLC Minnesota

What Are Minnesota Articles of Organization?

The Articles of Organization in Minnesota, also known as the Certificate of Formation, is a legal document required to establish a Limited Liability Company (LLC) in the state. This document serves as the official record of the LLC's formation and includes essential information about the company, such as its name, address, and management structure. The Articles of Organization are governed by the Minnesota Statutes, specifically Chapter 322C of the Minnesota Revised Uniform Limited Liability Company Act. For more information, visit the Minnesota Secretary of States LLC formation page.

Are Minnesota Articles of Organization Required?

Yes, filing the Articles of Organization is mandatory for forming an LLC in Minnesota. According to Section 322C.0201 of the Minnesota Statutes, an LLC is legally recognized only upon the filing of this document with the Minnesota Secretary of State. Failure to file the Articles of Organization means the LLC does not legally exist, and the business cannot operate under the LLC structure, which includes the benefits of limited liability protection.

Information Required in Minnesota Articles of Organization

Name Requirements

The name of the LLC must include the words "Limited Liability Company" or the abbreviations "LLC" or "L.L.C." as per Section 322C.0108. The name must be distinguishable from other business entities registered in Minnesota. Certain words, such as "bank" or "university," may require additional approval from relevant state agencies. To check name availability, use the Minnesota Business Name Search tool.

Minnesota Registered Agent and Registered Office

Every LLC in Minnesota must designate a Registered Agent and a Registered Office. The registered agent can be an individual resident of Minnesota or a business entity authorized to do business in the state. The registered office must be a physical address in Minnesota, not a P.O. Box, as specified in Section 322C.0113.

Management Structure

The Articles of Organization must specify whether the LLC is member-managed or manager-managed. This choice affects the governance of the LLC and must be clearly stated in the formation documents. Information about each manager or member, including names and addresses, may be required.

Organizer Information

An Organizer is the individual or entity responsible for filing the Articles of Organization. There are no residency requirements for organizers in Minnesota, and only one organizer is required. The organizer must provide their name and address in the filing.

Purpose Statement

Minnesota allows for a general purpose statement, meaning the LLC can engage in any lawful business activity. However, if the LLC is formed for a specific purpose, it should be stated. Special considerations apply to professional services, and additional forms may be required.

Certificate of Formation Effective Date

The effective date of the Articles of Organization can be immediate upon filing or a future date specified in the document, not exceeding 90 days from the filing date, as per Section 322C.0205. During any delayed effective period, the LLC is not yet recognized as a legal entity.

How to File Minnesota Articles of Organization

Online

The Minnesota Secretary of State offers an online filing system called the Business & Liens System. This service is available 24/7, and filings are typically processed within 1-2 business days. Payment can be made via credit card, and a convenience fee may apply. To file online, follow these steps:

Create an account or log in to the Business & Liens System.
Select "File a New Business or Nonprofit."
Choose "Limited Liability Company (Domestic)" and complete the form.
Pay the filing fee and submit the form.

Mail

To file by mail, send the completed Articles of Organization form to:

Minnesota Secretary of State
Business Services
First National Bank Building
332 Minnesota Street, Suite N201
Saint Paul, MN 55101

Include a check payable to the "Minnesota Secretary of State." The processing time for mail filings is typically 5-7 business days. Ensure you include the required number of copies and a self-addressed stamped envelope for the return of your documents.

Minnesota Articles of Organization Filing Fee

The filing fee for the Articles of Organization in Minnesota is $155 for online filings and $135 for mail filings. Additional fees may apply for expedited processing or credit card payments. All fees are non-refundable.

What Happens After Filing Minnesota Articles of Organization?

Once the Articles of Organization are filed and approved, the LLC is legally recognized as a business entity in Minnesota. The Secretary of State will issue a Certificate of Organization as evidence of filing. The LLC must then obtain a Federal Employer Identification Number (EIN) from the IRS, which can be done here. Additionally, the LLC may need to register for state taxes with the Minnesota Department of Revenue. While not required by the state, it is advisable to draft an operating agreement. The LLC must also comply with ongoing obligations, such as filing an annual renewal with the Secretary of State, which can be done here.

Common Mistakes When Filing Minnesota Articles of Organization

Name Availability Issues: Failing to check name availability can lead to rejection. Use the Business Name Search tool to ensure the name is unique.
Missing Registered Agent Information: Omitting the registered agent's details or providing an invalid address can cause delays. Ensure the agent meets all requirements as per Section 322C.0113.
Incorrect Filing Fee: Submitting the wrong fee amount will result in rejection. Verify the current fee on the Fee Schedule.
Unsigned Documents: The Articles of Organization must be signed by the organizer. Unsigned documents will not be processed.
Use of Restricted Terms: Including restricted words without proper approval can lead to rejection. Check for any special approvals needed for certain terms.
Incorrect Management Structure: Failing to specify the correct management structure can cause issues. Clearly indicate whether the LLC is member-managed or manager-managed.
Delayed Effective Date Errors: If specifying a delayed effective date, ensure it does not exceed 90 days from the filing date.
Incomplete Organizer Information: Provide complete and accurate information for the organizer to avoid processing delays.

Additional Resources

Contact Information: Phone: (651) 296-2803, Email: business.services@state.mn.us