Minnesota Foreign Registration›Annual renewal
The Minnesota foreign LLC annual renewal
A foreign LLC registered in Minnesota files an annual renewal once every calendar year, due by December 31, and the fee is $0 for an LLC that is active and current. A missed renewal ends in revocation of the certificate, and the Secretary of State sends no further warning.
The renewal at a glance
- Filing
- Annual renewal, limited liability company
- Due
- December 31 each calendar year
- Fee
- $0 for an active LLC in good standing
- Form revision
- 7/1/2025
- Items
- 7 numbered items plus the notice lines
- Filed
- Online at the Secretary of State's portal, or by mail
- If missed
- Revocation under 322C.0806, no further notice
- Way back
- Reinstatement, $65 by mail or $85 online
What the form asks
The renewal form shows the file number, home jurisdiction, business name, any alternate Minnesota name, registered office address with the agent's name, the principal executive office address, and the name and business address of the manager or the person exercising the chief manager's functions. It also asks for an email for official notices and a contact name and phone number, and it asks whether the entity owns, leases or has an interest in farmland. Five optional Business Snapshot questions complete it. Section 5.34 sets the contents that every renewal must state.
Changes made on the renewal and changes that need a form
The instruction page splits changes in two. The principal executive office address and the manager's name and address can be updated on the renewal, once a year. A new name or a new registered agent and office address cannot: those need an amendment form filed alongside the renewal with the applicable fee, which is $35 by mail or $55 online for an amendment, and $35 by mail or $55 online for the agent and office change.
Filing it
The form tells filers to file online. The Secretary of State sends reminders and other notices to the email address on file, which is why the form asks for one, and why a change of that address is free by mail or at the counter: $0, not available online. Mail goes to Minnesota Secretary of State, Business Services, First National Bank Building, 332 Minnesota Street, Suite N201, Saint Paul, MN 55101. The filing does not satisfy any other legal requirement, and anything another office requires has to be filed with that office.
The date
December 31 is the deadline, once each calendar year. The renewal form says that failing to file it by then ends the LLC's existence or certificate without further notice, citing the chapter's own provisions. For a foreign LLC, the operative provision is section 322C.0806, which tells the Secretary of State to revoke the certificate of a foreign LLC that fails to file the renewal. We confirm which calendar year the first renewal falls in as part of preparing your filing.
What a missed renewal does
The statute is direct. The office issues a certificate of revocation and files it, and owes the company no further notice. Authority to transact business ends when that certificate issues, and the name appears among the revoked foreign LLCs that the office publishes. The fee for coming back is $65 by mail or $85 online, filed with the current renewal. An entity inactive for more than 6 years cannot use the online route.
Other entity types
A foreign corporation renews each year at $115 by mail or $135 online. A foreign nonprofit corporation need not renew. A foreign limited partnership renews at no fee, and a foreign limited liability partnership renews at $135 by mail or $155 online. Each entity type renews on its own form.
A habit that works
Because the LLC fee is zero, the renewal is easy to forget. Put a reminder in November, confirm the registered agent and the manager list in the previous year's filing, and file in December before the last day, since online filing is quick but a late filing is already a revoked one. Keeping the notice email current means the office's reminder reaches someone who reads it.
Renewal questions
When is the Minnesota annual renewal due?
By December 31 every calendar year.
What does it cost?
$0 for an active LLC in good standing.
What if I miss it?
The Secretary of State revokes the certificate and does not have to send a further notice.
Can I change my agent on the renewal?
No. A new agent or office needs the change form, filed with the renewal and its fee.
Do corporations renew too?
Yes, at $115 by mail or $135 online.
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.
Need Minnesota authority soon?
Order online and we prepare the form as soon as your answers are in.