$155 to form your Minnesota LLC

Minnesota LLC Cost: $155 Filing + $0 Annual Renewal (2026)

Forming an LLC in Minnesota costs $155 to file Articles of Organization with the Secretary of State and $0 per year for the annual renewal (the renewal must be filed, but there is no filing fee for an active LLC). Minnesota has no general LLC franchise tax for pass-through entities, no publication requirement, and no minimum business privilege fee for default-classified LLCs. Five-year cost of ownership (DIY): $155. Minnesota is structurally unusual: a relatively high $155 filing fee paired with truly free annual renewals (when filed on time), producing one of the lowest 5-year ownership costs in the country once you survive the first-year fee.

Reviewed by LLC Formation Cost Editorial Team, fact-checked against primary government sources • Last updated 2026-05-30 • 5 primary government sources cited

TL;DR

Minnesota LLCs file Articles of Organization with the Minnesota Secretary of State for $155 (online or in person) or $135 (mail). Minnesota requires an annual renewal each calendar year, due by December 31, but the renewal is free for active LLCs in good standing. The free renewal is real: Minnesota Statutes § 322C.0210 establishes the renewal requirement without an associated fee, the legislature chose to fund the SOS through formation fees rather than recurring renewal charges. Late renewal triggers a $25 reinstatement fee but the on-time renewal is genuinely $0. Minnesota does have a Minimum Fee for entities exceeding property/payroll/sales thresholds (starting at $250 and ranging to $12,200), but the threshold is $1,220,000 in property+payroll+sales (2026 indexed), so most small LLCs owe nothing. There is no franchise tax on pass-through LLCs. Online filings via the SOS portal are processed in 2-5 business days, with expedited processing included at no charge.

Minnesota LLC cost breakdown (2026)

Line item	Cost	Source
Articles of Organization (online or in person)	$155	sos.state.mn.us
Articles of Organization (mail)	$135	sos.state.mn.us
Annual Renewal (active LLC, on-time)	$0/yr	sos.state.mn.us
Reinstatement after late renewal	$25	sos.state.mn.us
Minnesota Minimum Fee (>$1.22M property+payroll+sales)	$250-$12,200/yr	revenue.state.mn.us
Franchise tax (pass-through LLCs)	$0	revenue.state.mn.us
Registered Agent service (optional)	$50-$200/yr	private market
Year 1 total (DIY online)	$155
Year 2+ ongoing (DIY, on-time)	$0/yr
5-year total (DIY, on-time)	$155

All figures verified 2026-05-30 from primary Minnesota state sources.

Why Minnesota is structurally unusual

Minnesota’s LLC cost structure is rare in the United States: a moderately high upfront filing fee ($155 online) paired with truly free annual renewals for LLCs in good standing. The legislature deliberately structured it this way under the Minnesota Revised Uniform Limited Liability Company Act (Minn. Stat. Chapter 322C, adopted 2014 effective 2015):

• The $155 filing fee covers SOS administrative cost for the entity’s full statutory life. No annual recurring fee is needed to fund the registrar.
• The free annual renewal is a notification requirement, not a fee transaction. Each year, the LLC must affirm it remains active and confirm registered office and agent information through the SOS portal. No payment is processed.
• The reinstatement fee ($25) kicks in only if the LLC misses the December 31 renewal deadline. The renewal itself remains free even for late filers, the $25 is specifically a reinstatement charge after administrative dissolution.

For non-Minnesota-resident formations, this is a meaningful cost advantage: 5-year ownership cost is just the $155 filing fee, with no recurring SOS charges. Compared to Wyoming ($400 over 5 years), Florida ($819 over 5 years), or Massachusetts ($2,500 over 5 years), Minnesota is dramatically cheaper on the back end.

The catch: Minnesota has a state personal income tax (graduated 5.35% to 9.85% in 2026), and Minnesota-resident members owe state tax on pass-through profits. There’s also the Minnesota Minimum Fee (Minn. Stat. § 290.0921), which applies to entities exceeding $1.22M (2026 indexed) in combined Minnesota property, payroll, and sales. The minimum fee ranges $250 (at $1.22M-$2.44M) to $12,200 (at $39M+). Most small LLCs sit well below the threshold. Source: Minnesota Revenue, Minimum Fee, verified 2026-05-30.

Filing steps (DIY, no service)

1. Pick a name, search availability at the Minnesota SOS Business Search. Names must include “Limited Liability Company,” “L.L.C.,” “LLC,” “Limited Company,” “LC,” or “L.C.”
2. Designate a registered office and agent, must have a Minnesota street address (Minn. Stat. § 322C.0114). You can act as your own registered agent if you reside in Minnesota.
3. File Articles of Organization, $155 online or $135 by mail. File online at Minnesota Business Filings Online or by mail to Minnesota Secretary of State, Business Services, First National Bank Building, 332 Minnesota Street, Suite N201, Saint Paul, MN 55101.
4. Get a federal EIN, free at irs.gov.
5. Draft an operating agreement, not required by Minnesota law but recommended. Minn. Stat. § 322C.0110 explicitly recognizes operating agreements as binding between members.
6. Register for Minnesota state taxes, sales and use tax ID ($0) via revenue.state.mn.us if selling tangible goods, employer withholding registration if hiring W-2 employees.
7. Check local licensing, Minneapolis, Saint Paul, Duluth, and other municipalities may require business licenses or occupational permits.
8. Open a business bank account, Minnesota banks (Bremer Bank, U.S. Bank Minnesota, Wells Fargo Minnesota, Sunrise Banks) require the filed Articles, EIN letter, and operating agreement.
9. File FinCEN BOI report, required under the federal Corporate Transparency Act within 30 days of formation. Free at fincen.gov/boi.
10. Calendar the annual renewal (December 31), file online via the Minnesota SOS portal. Free for active LLCs.

Standard processing: 2-5 business days for online filings via the Minnesota SOS portal. Mail filings take approximately 3-4 weeks. Minnesota does not advertise a separate expedited service because online filings already include faster processing at no additional charge. Source: Minnesota SOS Business Filings Processing, verified 2026-05-30.

Page-unique facts

• Minnesota’s annual renewal is genuinely free for active LLCs. Unlike most states, where the “annual report” has an associated fee ($25-$500+), Minnesota’s annual renewal under Minn. Stat. § 322C.0210 has no filing fee. The renewal is a notification requirement (confirming continued activity, registered office, and agent), not a fee transaction. Source: Minn. Stat. § 322C.0210.
• Online filings include expedited processing at no additional charge. Minnesota’s online portal processes filings in 2-5 business days, with expedited (next-day) handling included for online submissions without an added expedite fee. Mail filings take 3-4 weeks. There is no separate paid expedite option because online is already prioritized.
• The Minnesota Minimum Fee threshold is $1.22M in property+payroll+sales (2026 indexed). Under Minn. Stat. § 290.0921, entities with combined Minnesota property, payroll, and sales above the threshold owe an additional minimum fee starting at $250 and ranging to $12,200 at $39M+. Below the threshold: $0. Most small LLCs operate well under the threshold and owe nothing.
• Minnesota adopted the Revised Uniform LLC Act in 2014. The Minnesota RULLCA (Minn. Stat. Chapter 322C) replaced the older Minnesota LLC Act (Chapter 322B) for new LLCs formed January 1, 2018 and later. Existing pre-2018 LLCs can elect to operate under either statute. The RULLCA modernized fiduciary duties, charging-order remedies, and operating-agreement enforceability.
• Minnesota does not issue paper Certificates of Organization by default. Online filings receive an email confirmation with a Certificate of Organization PDF; paper certificates are available for purchase ($25) but rarely needed. Banks accept the PDF as proof of formation.

FAQ

Is Minnesota’s annual renewal really free?

Yes, for active LLCs in good standing filing on time. Minnesota Statutes § 322C.0210 establishes the annual renewal requirement (filed each year by December 31) but specifies no filing fee. The renewal is a notification requirement confirming continued activity, registered office, and agent. There is no payment processed for on-time renewals. The legislature chose to fund the SOS through formation fees rather than annual recurring charges. Source: Minn. Stat. § 322C.0210, verified 2026-05-30.

When is my Minnesota LLC annual renewal due?

By December 31 each year, regardless of formation date. Minnesota uses a uniform statewide deadline. An LLC formed January 2026 owes its first annual renewal by December 31, 2026 (11 months later). An LLC formed November 2026 also owes its first renewal by December 31, 2026 (just one month after formation). The renewal is free for on-time filers; missing the deadline triggers automatic administrative dissolution, with $25 reinstatement required to restore the LLC. Source: Minnesota SOS Annual Renewal info.

Does Minnesota charge a franchise tax on LLCs?

Not on pass-through LLCs. The Minnesota Corporate Franchise Tax (Minn. Stat. § 290.06) at 9.8% applies only to C-corps and LLCs electing C-corp status. Default-classified pass-through LLCs (single-member disregarded or multi-member partnerships) owe nothing at the entity level. However, the Minnesota Minimum Fee (Minn. Stat. § 290.0921) applies to all entities, including pass-through LLCs, if Minnesota property+payroll+sales exceed $1.22M (2026 indexed), ranging $250 to $12,200. Most small LLCs are below the threshold. Source: Minnesota Department of Revenue.

What is the Minnesota Minimum Fee?

A tiered fee under Minn. Stat. § 290.0921 that applies to entities (including LLCs) exceeding $1.22M (2026 indexed) in combined Minnesota property, payroll, and sales. The tiers in 2026: $0 below $1.22M, $250 at $1.22M-$2.44M, $700 at $2.44M-$12.2M, $2,180 at $12.2M-$24.4M, $5,560 at $24.4M-$39M, and $12,200 above $39M. The fee is paid annually with the Minnesota business tax return. It applies to both pass-through and C-corp-taxed LLCs. Source: Minn. Stat. § 290.0921.

Does Minnesota require an operating agreement?

No, Minn. Stat. § 322C.0110 does not require LLCs to adopt an operating agreement, though it explicitly recognizes oral, written, or implied operating agreements as binding between members. Banks (Bremer Bank, U.S. Bank Minnesota, Sunrise Banks) typically require a written agreement to open a business checking account. Single-member LLCs without a written agreement are at higher risk of veil-piercing in Minnesota courts. Source: Minn. Stat. § 322C.0110.

How fast is Minnesota LLC formation?

Online filings via the Minnesota SOS portal are processed in 2-5 business days, with expedited (next-day) handling included at no additional charge for online submissions. Mail filings take approximately 3-4 weeks. Minnesota is unusual in not offering paid expedited tiers because the online portal already includes prioritized processing. For time-critical formations, file online; mail is significantly slower. Source: Minnesota SOS Business Filings.

Minnesota tax structure for LLC pass-through profits

Minnesota has one of the steepest progressive individual income tax structures in the country, with implications for LLC pass-through income. The 2026 brackets: 5.35% on the first $31,690 ($46,330 married filing jointly), 6.80% on $31,691-$104,090 ($46,331-$184,090 MFJ), 7.85% on $104,091-$193,240 ($184,091-$321,510 MFJ), and 9.85% on income above $193,240 ($321,510 MFJ). Pass-through LLC members in the top bracket face 9.85% Minnesota state tax on their share of LLC profits, on top of federal marginal rates that can reach 37%. The Minnesota state-plus-federal combined marginal rate for top earners with significant LLC pass-through income exceeds 45% in some scenarios. Non-resident members owe Minnesota non-resident income tax on Minnesota-source LLC profits, filed via Form M1 with apportionment schedules. Multi-member LLCs taxed as partnerships file Form M3 at the entity level to report Minnesota-source income, but the entity itself owes nothing under default partnership classification. For Minnesota-resident LLC owners, the personal-income-tax burden vastly exceeds the $155 one-time formation cost; tax planning at the member level (entity classification election, retirement contributions, qualified business income deduction strategy) matters far more than entity-level cost optimization. Source: Minnesota Department of Revenue individual income tax.

State quirk: free renewals and the December 31 deadline

Minnesota is one of only three states (with Ohio and Texas’s info-only report) where the annual renewal has no filing fee. Under Minn. Stat. § 322C.0210, the legislature designed the LLC fee structure to fund the SOS through formation fees rather than annual recurring charges, the $155 filing fee covers the entity’s full statutory life with the SOS. The renewal itself is a notification requirement: each year by December 31, the LLC confirms continued activity and updates registered office/agent information. The December 31 deadline is uniform statewide regardless of formation date, creating an asymmetric timing pattern: an LLC formed November 30 owes its first renewal one month later, while an LLC formed January 1 has nearly 12 months. Missing December 31 triggers automatic administrative dissolution, requiring $25 reinstatement plus all back renewals before the LLC returns to good standing. The SOS sends courtesy email reminders 60 days before December 31, but only to the registered agent’s email on file. New filers should calendar December 31 from the day of formation regardless of the timing asymmetry. Source: Minnesota Revised Uniform LLC Act, Minn. Stat. Chapter 322C.

Common mistake in Minnesota

The most common Minnesota LLC mistake is missing the December 31 annual renewal deadline because filers assume “free renewal = no big deal.” It isn’t no big deal. Missing December 31 triggers automatic administrative dissolution under Minn. Stat. § 322C.0708; the LLC loses good standing immediately and cannot operate, sign contracts, or maintain bank accounts in its name until reinstatement. Reinstatement requires a $25 fee plus all missed renewals back-filed. Worse, if the LLC owned property or real estate, the title may be clouded during the dissolution period. The free renewal is genuinely free but only when filed on time, treat the December 31 deadline as a hard cutoff.

A second mistake involves the Minnesota Minimum Fee threshold. Growing LLCs that cross the $1.22M property+payroll+sales threshold (2026 indexed) often don’t realize the Minnesota Minimum Fee applies retroactively for the full tax year in which the threshold is crossed. An LLC at $1,300,000 in combined Minnesota property+payroll+sales by December 31 owes $250 for that tax year, not a prorated amount based on when the threshold was first exceeded. The next tier ($2.44M-$12.2M) jumps to $700, and so on up to $12,200 at $39M+. LLCs with rapid growth, particularly those expanding into Minnesota from out of state, should run the property+payroll+sales calculation quarterly to anticipate the fee jump. The fee is paid annually with Minnesota Form M3 (partnership) or Form M4 (corporate); it cannot be deferred or appealed once the threshold is documented in the entity’s books. Source: Minn. Stat. § 290.0921.

When a Minnesota LLC makes sense vs. neighboring alternatives

Minnesota’s $155 filing + $0 annual renewal produces a 5-year DIY cost of just $155, among the lowest in the country on a back-end basis. Compared to regional alternatives:

• Minnesota vs. Wisconsin, Wisconsin ($130 filing + $25 annual = $255 5-year) is comparable to Minnesota in 5-year cost but more expensive on ongoing renewals. Twin Cities operators with bi-state presence often prefer Minnesota for the $0 renewal.
• Minnesota vs. Iowa, Iowa ($50 filing + $30 biennial = $125 5-year) is cheaper than Minnesota in absolute terms. For Iowa-based operators, Iowa wins; for Minnesota-based operators, Minnesota’s free renewal is genuinely valuable.
• Minnesota vs. North Dakota, North Dakota ($135 filing + $50 annual = $385 5-year) is more expensive than Minnesota. Minnesota wins clearly for cost-conscious operators in either state.
• Minnesota vs. South Dakota, South Dakota ($150 filing + $55 annual = $425 5-year) is more expensive than Minnesota. South Dakota has no individual income tax, which can be a substantial member-level advantage for high-income LLC owners, but the entity-level cost favors Minnesota.
• Minnesota vs. Wyoming, Wyoming ($100 + $60/yr = $400 5-year DIY) is more expensive on the back end than Minnesota. Wyoming offers stronger anonymity and charging-order protection. For Twin Cities operators not requiring those features, Minnesota is the better cost choice.

Minnesota’s free annual renewal is the structural advantage that separates it from peers. The drawback is the $155 upfront filing fee, which is higher than Michigan, Iowa, or Mississippi. For an LLC the operator intends to keep active for 5+ years, Minnesota’s amortized cost is unbeatable. For an LLC that might fold within 1-2 years, the higher upfront cost may not amortize.

Sources

1. Minnesota Secretary of State Business Filings, last verified 2026-05-30
2. Minnesota Business Filings Online Portal, last verified 2026-05-30
3. Minnesota Revised Uniform Limited Liability Company Act (Chapter 322C), last verified 2026-05-30
4. Minnesota Department of Revenue, last verified 2026-05-30
5. IRS Publication 3402, Taxation of Limited Liability Companies, last verified 2026-05-30

About the author

Aissam Baidi is the founder and researcher behind llcformationcost.com. He verifies Minnesota LLC fees directly from sos.state.mn.us on a quarterly cycle. Connect on LinkedIn.

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Not legal advice. Estimates based on publicly available data from each state’s Secretary of State office. Consult a licensed attorney in your jurisdiction.