Minnesota Foreign Registration›From Delaware
Minnesota registration for a Delaware-formed LLC
For a Delaware LLC, registering in Minnesota costs $185 by mail or $205 online, and the Delaware annual tax of $400 stays due on top of it: $585 for the first year when Minnesota is filed by mail. Minnesota wants no Delaware certificate, but the person signing certifies that the LLC followed Delaware's organization law, so the Delaware record has to be in order first.
Delaware and Minnesota in one view
| Item | Delaware | Minnesota |
|---|---|---|
| What it asks each year | $400 tax | Annual renewal, $0 |
| Due date | June 1 | December 31 |
| Late result | $200 penalty added, plus interest | Revocation, with no further notice |
| Good standing certificate | $50 short form; not requested by Minnesota | Not requested |
| Original filing | Already formed | $185 by mail or $205 online |
The Delaware tax, like Minnesota's renewal, is a yearly duty that continues after registration.
Why the Delaware record matters here
Whoever signs the Minnesota form certifies that the company has complied with the organization laws of the place where it was formed. For a Delaware LLC that means the tax is paid and the LLC is still alive on Delaware's books. An LLC with an unpaid tax is refused other filings in Delaware, which is a sign its standing is in doubt. If that is your LLC, fix it before signing the Minnesota form.
Skip the Delaware good standing certificate
Delaware's good standing certificates come in two sizes, $50 for the short kind and $175 for the long kind. Minnesota's LLC form asks for neither, so a certificate bought for this filing is money spent for nothing. Buy it only if a bank or another state wants it.
Putting Delaware facts on the Minnesota form
Item 1 is the exact Delaware name. Item 3 is Delaware. Item 4 is the Minnesota registered agent and street office, never the Delaware agent's address. Item 5 is the principal place of business, meaning wherever the company truly operates rather than the Delaware agent. Item 6 takes a Delaware office address only if Delaware law makes the LLC keep one; otherwise leave it blank. The renewal that follows each year asks for the same file number and home jurisdiction.
The Delaware tax and the Minnesota renewal
The two calendars do not align. Delaware wants its tax by June 1; paying after that date brings a $200 penalty and interest at 1.5 percent monthly. Minnesota's renewal is due December 31. A Delaware LLC therefore has one filing season in early summer and one in December.
First-year cost
The Minnesota certificate by mail is $185 and the Delaware tax is $400, together $585. If Minnesota is filed online, add $20. Minnesota's first renewal is free, so it does not change the total. Our fee, $199, is extra.
If the Delaware LLC renames itself
A name change at home affects the Minnesota registration, because the home name is part of the certificate. The statute treats a change to a non-compliant name as a bar on doing business until an amended certificate is held. An amendment costs $35 by mail or $55 online.
Pitfalls specific to Delaware LLCs
Four slips to avoid. The Delaware agent's address gets copied into item 4, when Minnesota needs a Minnesota office. The Delaware tax is settled after the Minnesota form is signed, which leaves the certification untrue on the day it was made. The principal place of business is listed as the Delaware agent, so Minnesota's mail, reminders included, lands where nobody at the company looks. And the notice email stays empty, leaving the reminder nowhere to go.
Example: a Delaware LLC with a Saint Paul office
A Delaware LLC rents a small office in Saint Paul for its two engineers. It first pays its Delaware tax and checks that it is active there, then asks a Saint Paul firm to act as Minnesota agent. A manager signs the Minnesota form, which names Delaware in item 3, and the filing goes online for $205. The LLC now owes Delaware $400 each year by June 1 and Minnesota a free renewal each December, and it keeps the approval with its other records.
Parents, subsidiaries and series
The Minnesota statute asks whether the foreign LLC itself transacts business in Minnesota. A Delaware LLC that owns a separate subsidiary which does the Minnesota work should have a lawyer look at which entity is doing the business. If the subsidiary was formed in Minnesota, it has no foreign registration to make. If it was formed elsewhere, it registers as its own entity, with its own agent and renewal.
Registering a Delaware LLC in Minnesota
Settle Delaware first
The $400 tax goes to Delaware by June 1.
Find a Minnesota registered agent
Someone with a street office in the state.
Complete the Minnesota form
Delaware name, jurisdiction, addresses and signer.
File
$185 by mail or $205 online.
Calendar both dates
Delaware early summer, Minnesota December 31.
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.
Delaware LLC questions
Does Minnesota want a Delaware certificate of good standing?
No. The form has the signer certify compliance with Delaware organization law.
Does a Minnesota registration alter what I owe Delaware?
No. Delaware still collects $400 by June 1.
Can my Delaware agent be my Minnesota agent?
Only if that agent is licensed to operate in Minnesota and staffs an office here.
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.
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
- Delaware Division of Corporations, LLC/LP/GP annual tax
- Delaware Division of Corporations fee schedule (PDF)
- Division of Corporations, certificates of status and entity status online
- Delaware Code Title 6, chapter 18, subchapter XI (fees and annual tax)
- Division of Corporations, pay taxes and file annual reports
- Minnesota Statutes 322C.0805, noncomplying name of a foreign LLC
Need Minnesota authority soon?
Order online and we prepare the form as soon as your answers are in.