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Minnesota LLC Operating Agreements (2)

A Minnesota LLC operating agreement is a legal form that outlines the ways in which a limited liability company (LLC) will be owned and operated. The state does not require operating agreements in order to do business; however, business owners are advised to draft, sign, and implement them as a means of mitigating conflicts and protecting personal property from claims made against the company. Each owner should keep a copy on file.

By Type (2)


Single-Member LLC Operating Agreement

Download: Adobe PDF, MS Word


Multi-Member LLC Operating Agreement

Download: Adobe PDF, MS Word


Table of Contents

How to Form an LLC in Minnesota

  • Filing fee: $155 (domestic, filed online), $135 (domestic, filed by mail), $205 (foreign, filed online), $185 (foreign, filed by mail)
  • Processing time: 3-5 business days

1. Choose a Name

An LLC name may be reserved for 12 months in the State of Minnesota. First, check the Secretary of State’s Records to determine whether the desired name is dissimilar enough, per state statute, from other names already registered with the Secretary of State.

2. Choose an LLC Type

Domestic LLC – For an LLC located within Minnesota.

  • Online Filing – Scroll down to “Create Online Account” at the bottom of the webpage, then follow the prompts.
  • Paper Filing (322C Forms) – Complete the Articles of Organization form and submit it with a check or money order for the filing fee to the Minnesota Secretary of State – Business Services, First National Bank Building, 332 Minnesota Street, Suite N201 Saint Paul MN 55101.

Foreign LLC – For an LLC located outside Minnesota.

  • Online Filing – Scroll down to “Create Online Account” at the bottom of the webpage, then follow the prompts.
  • Paper Filing (322C Forms) – Complete the Certificate of Authority to Transact Business in Minnesota form and submit it with a check or money order for the filing fee to the Minnesota Secretary of State – Business Services, First National Bank Building, 332 Minnesota Street, Suite N201 Saint Paul MN 55101.

3. Post-Formation

Once the paperwork has been processed, the next steps are to complete the following forms:

  • LLC Operating Agreement – This agreement will outline and clarify the corporation’s policies, procedures, and ownership structure.
  • Federal Employer Identification Number (FEIN) – Select “Apply Online Now” in Step 3.

Name Reservation

  • Filing fee: $55 if filed online, $35 if filed by mail

A name can be reserved for an applicant’s exclusive use for 12 months (§ 302A.117).

  • Online Filing – Scroll down to “Create Online Account” at the bottom of the webpage.
  • Paper Filing – A completed Request for Reservation of Name form plus the filing fee should be sent to the Minnesota Secretary of State – Business Services, First National Bank Building, 332 Minnesota Street, Suite N201 Saint Paul MN 55101. Checks can be made payable to the MN Secretary of State.

Renewing an LLC (Annual Renewal)

Filing fee: None

Every LLC in Minnesota must file an annual renewal each year before December 31 (§ 322C.0208).

  • Online Filing – Sign into account and enter business name.
  • Paper Filing – Send a completed Annual Renewal form to the Minnesota Secretary of State – Business Services, First National Bank Building, 332 Minnesota Street, Suite N201 Saint Paul MN 55101.

Dissolving an LLC

Filing fee: $55 if filed online, $35 if filed by mail

An LLC can be dissolved with the filing and execution of a statement of termination (§ 322C.0702).

  • Online Filing – Select “Official Documents.”
  • Paper Filing – A statement of termination plus payment for the filing fee can be mailed to the Minnesota Secretary of State – Business Services, First National Bank Building, 332 Minnesota Street, Suite N201 Saint Paul MN 55101.

Statutes

“LLC Operating Agreement” Definition

“Operating agreement” means the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in section 322C.0110, subdivision 1. The term includes the agreement as amended or restated.