Minnesota foreign LLC registration
Minnesota foreign LLC registration: the form, the fee and the December 31 renewal
Registering an out-of-state LLC in Minnesota costs $185 by mail or $205 online. We prepare the form and submit it for $199.
Minnesota filing
Sample orderDrafted- OrderedAnswers taken
- DraftedForm complete
- SubmittedOnline
- ApprovedEmailed
- Our fee
- $199
- Minnesota fee
- $205
- Registered agent
- Included, first year; $149/yr after
- Online filing, usually 2 to 5 business days
- No home-state certificate
- Minnesota agent available
Amounts are itemized at checkout.
A foreign LLC registers in Minnesota on the Foreign Limited Liability Company Certificate of Authority to Transact Business in Minnesota. The state fee is $185 when the form goes by mail and $205 when it goes online or across the counter, and Minnesota does not ask the home state for any certificate. We fill in the form, gather the signature and file it for $199.
Go deeper with the step-by-step guide, the cost breakdown, the form walkthrough, and the December 31 renewal that keeps the registration alive.
Your order covers
The faster route
IncludedOnline filings are expedited, typically 2 to 5 business days, and the documents come back by email.
Nothing from home
IncludedMinnesota asks the company to certify that it followed its home state's rules. No certificate to order first.
No renewal cost for LLCs
IncludedA foreign LLC renews every year for $0, but the renewal still has to be filed.
Prepared from answers
IncludedA short questionnaire becomes the filled-in form.
An agent in Minnesota
IncludedWe can serve as your registered agent, or you name yours.
Humans reply
IncludedQuestions about your Minnesota filing reach a preparer.
Registering a foreign LLC in Minnesota
Check the name
Use the exact home-state name. If it breaks Minnesota's naming rule, add an alternate name that ends in LLC or Limited Liability Company.
Pick a Minnesota registered agent
The agent's Minnesota street address doubles as the registered office, and the agent keeps a business office there.
Complete the form
Seven items plus the notice email and contact lines. A PO box alone is refused for the agent and for the principal place of business.
Sign it
A person with authority signs, or an authorized representative signs on that person's behalf, accepting the perjury warning printed on the form.
Pay and file
Send the form to the Secretary of State with $185 by mail, or file it online with $205.
Calendar December 31
The first renewal is the next thing due. It costs nothing but it has to be filed.
Minnesota foreign LLC registration at a glance
- Form
- Foreign Limited Liability Company Certificate of Authority to Transact Business in Minnesota
- Filed with
- Minnesota Secretary of State, Business Services
- State fee
- $185 by mail, $205 online or in person
- Home-state certificate
- None attached; the company certifies on the form that it followed its home-state organization law
- Timing
- Online: 2 to 5 business days. Mail: first come, first served
- Renewal
- $0, due December 31 every calendar year
- If you skip it
- No lawsuits by the LLC in Minnesota courts, and the attorney general can ask for a halt order
- Leaving
- Application for withdrawal, $35 by mail or $55 online
Who has to register in Minnesota?
Under chapter 322C of the Minnesota Statutes, a foreign LLC may not open for business in Minnesota lacking a certificate of authority; the request is an application plus a fee. A company that only holds meetings, keeps a bank account, collects its own debts, or completes one deal inside a month is on the statute's list of things that do not count. Rental property is the notable case: the statute counts real or tangible personal property in Minnesota that earns income as business all on its own. The transacting business page sorts real situations onto each side of that line.
Mail or online: the choice that changes the price
Minnesota's schedule has three columns. Mail has the lowest price and the longest wait, since the office handles it first come, first served and sends the completed filing back to the address on the check. Online is the expedited route: eligible filings usually clear in 2 to 5 business days, and the filed documents arrive by email. The counter at the Saint Paul office takes filings by appointment and processes them while you wait. Online and in-person cost the same. For an LLC the gap between mail and online is $20 on the original filing. Our orders go online, which is why the price line above shows $205.
Minnesota fees by entity type
| Entity | Registration | By mail | Online or in person |
|---|---|---|---|
| Limited liability company | Certificate of authority | $185 | $205 |
| Business corporation | Certificate of authority | $200 | $220 |
| Nonprofit corporation | Certificate of authority | $50 | $70 |
| Limited partnership | Certificate of authority | $100 | $120 |
| Limited liability partnership | Statement of qualification | $135 | $155 |
The cost page adds the later filings: amendments, agent changes, renewals, withdrawal and reinstatement. Corporations have their own application page.
What the LLC form actually asks for
The foreign LLC form has 7 numbered items. Item 1 is the LLC's legal name at home and item 2 an alternate Minnesota name if the first cannot be used here. Item 3 is the home state or country. Items 4 and 5 are the Minnesota registered agent and office and the principal place of business, both as street addresses. Item 6 is the home-jurisdiction office address, only where home law requires an office there, and item 7 is the signature block. Two more blocks follow: an email address for official notices, and a contact name and daytime phone number. The form walkthrough goes through each item with the instruction page open beside it.
No home-state certificate
Minnesota does not ask for a certificate of good standing from the home state. By filing the form, the company itself certifies that it followed the organization law of its home state. That makes the home record matter in a different way: the statement you sign has to be true on the day you sign it, so an LLC with a lapsed home registration should be repaired first. A Delaware LLC that owes its yearly tax, for example, ought to pay it before signing. The Delaware page covers that case.
Keeping the registration alive
Once the certificate is issued, one filing recurs. Every calendar year the foreign LLC files an annual renewal by December 31, and for an active LLC in good standing the fee is $0. If it is missed, the Secretary of State is directed to revoke the certificate and need not warn the company first. The registered agent and office must also stay in place; losing the agent is a separate ground for revocation, with a 30-day window to fix it. The renewal page and the penalties page cover both.
What it costs to ignore it
The LLC chapter contains no per-day fine. Its remedy closes a door: with no certificate, the company has no standing to sue in Minnesota courts, and the attorney general can petition a court to stop its Minnesota business. Contracts it has already signed still hold, and it can still answer a claim brought against it. Corporations are treated more severely, with a money penalty in chapter 303, which the penalties page sets out.
Leaving Minnesota
Leaving Minnesota takes an application for withdrawal, $35 by mail or $55 online. In it the LLC states that it holds no Minnesota property and has stopped doing business, revokes the agent's authority, and gives a mailing address for any lawsuit papers that reach the Secretary of State later. The withdrawal page lists the seven statements.
A typical timeline
The Minnesota agent has to agree before the form can be completed. An online filing then clears in about 2 to 5 business days and the filed documents arrive by email, while a mailed filing is taken in the order it arrives. The renewal falls due December 31, and we check which calendar year the first one falls in when we prepare your filing. The renewal page has the details.
Delaware and Wyoming LLCs
The Minnesota filing is the same for a Delaware or a Wyoming LLC, but the home-state bill differs: Delaware charges an annual tax and Wyoming an annual minimum. Both pages put the two states' costs side by side: Delaware LLCs in Minnesota and Wyoming LLCs in Minnesota.
Where we fit
You can file this yourself, and the do-it-yourself page walks through it. What we add is the preparation: we turn your answers into the filled-in form, check the name, the agent and the addresses against the instruction page, and submit it. Our fee is $199, plus Minnesota's fee, and the two are shown as separate lines at checkout.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Our fee and Minnesota's
Register in Minnesota
MN+ $205 Minnesota fee online
$199
- The Foreign Limited Liability Company Certificate of Authority to Transact Business in Minnesota, completed from your answers
- Submission online, which is the expedited route
- A Minnesota registered office and agent, supplied by us or by you
- The approved certificate sent back to you by email
- Renewal: after the first year, the agent service renews at $149 a year
Minnesota's online fee is $205, itemized separately when you pay. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Minnesota foreign LLC registration questions
What does Minnesota charge a foreign LLC to register?
$185 to Minnesota by mail or $205 online or in person, plus $199 from us.
Does Minnesota require a certificate of good standing?
No. The form has the company certify that it followed its home state's organization law, and lists no attachment for an ordinary LLC.
How long does Minnesota take?
Online filings are expedited, typically 2 to 5 business days. Mail is taken in the order it arrives.
Is there an annual fee?
An active foreign LLC pays $0, but must file the renewal every year by December 31.
Is there a fine for operating unregistered?
Chapter 322C sets no dollar penalty. Until it registers, the LLC has no standing to sue in Minnesota courts, and the attorney general can petition for a halt order.
Can the LLC act as its own registered agent?
No. The agent has to be a Minnesota resident, or a business entity authorized to operate in Minnesota, and must keep an office at the registered address.
Does a professional LLC file something different?
It files the same form with an added statement for chapter 319B.
How do I leave Minnesota?
File an application for withdrawal: $35 by mail, $55 online.
Sources
- Minnesota Secretary of State business filing and certification fee schedule
- Minnesota foreign LLC certificate of authority form
- Minnesota LLC annual renewal form
- Minnesota Statutes 322C.0802, application for certificate of authority
- Minnesota Statutes 322C.0803, transactions not constituting business
- Minnesota Statutes 5.36, registered agent for service of process
- Minnesota Statutes 322C.0806, revocation of a certificate of authority
- Minnesota Statutes 322C.0808, effect of failure to have a certificate
- Minnesota Statutes 322C.0809, action by the attorney general
- Minnesota Statutes 322C.0807, withdrawal of a foreign LLC
Need Minnesota authority soon?
Order online and we prepare the form as soon as your answers are in.