Minnesota Foreign Registration›Penalties

The consequences of leaving a Minnesota foreign LLC unregistered

An unregistered foreign LLC in Minnesota does not face a daily fine, because chapter 322C sets no dollar penalty; it loses the right to bring a case in Minnesota courts and can be sued by the attorney general to stop the business. A foreign corporation is different: section 303.20 allows a penalty of up to $1,000 and up to $100 more for each month.

The consequences side by side

Consequence	LLC (chapter 322C)	Corporation (chapter 303)
Suing in a Minnesota court	Barred until it holds a certificate	Barred until it holds a certificate
Money penalty	We check it when we file	Up to $1,000 plus up to $100 per month
Contracts and acts	Stay valid; the company can defend	Stay valid; the corporation can defend
Owners	Not liable for company debts just for operating unregistered	Not addressed in section 303.20
Who enforces	Attorney general may seek an injunction	Attorney general sues for the penalty
Service of process	The Secretary of State becomes the agent	Governed by section 5.25

The corporation row comes from section 303.20 and the LLC rows from sections 322C.0808 and 322C.0809.

The bar on suing

The rule bites on the day the company needs a court. An LLC doing business in Minnesota with no certificate cannot keep an action or proceeding going in the state. It can still defend, and its contracts remain valid, so a customer cannot escape a deal just because the LLC was unregistered. The corporation statute reaches further, extending the bar to a successor or assignee on claims that arose from the business, which matters when receivables are sold or the company is bought. Registering later removes the bar for the corporation, and the LLC statute likewise ties the bar to having no certificate.

The money penalty for corporations

Section 303.20 makes a foreign corporation that does business without a certificate forfeit a penalty of no more than $1,000, with a further penalty of no more than $100 per month, or part of a month, while the business continues. The attorney general recovers it in district court in any county where the corporation has done business, owns property or keeps a place of business. The word is "not exceeding", so those amounts are ceilings.

The attorney general and injunctions

For an LLC, section 322C.0809 allows the attorney general to bring a suit that bars the company from doing business in breach of the foreign LLC sections. For a limited partnership a parallel section lets the attorney general ask a court to restrain it.

The Secretary of State as agent

An LLC that does business with no certificate, or cancels the one it has, can be sued through the Secretary of State, who acts as its agent for claims from its Minnesota business. The Secretary of State mails any served papers on to the entity by certified mail, but if the company has not kept a current address on file, the papers may never reach the people who need to respond. The person serving pays a $35 fee for an LLC, or $50 for a corporation, when serving through the office.

Members and managers stay out of it

The LLC chapter says a member, manager or governor is not liable for the company's debts only because the company operated without a certificate. Limited partners get a similar rule under section 321.0907. That protection is narrow: it addresses liability that exists only because of the missing certificate. It does not shield anyone from liability they would have had anyway.

Revocation after you register

A registered foreign LLC can lose its certificate on four grounds: an unpaid fee, a vacant agent post, a missing merger or name-change filing, and a missed annual renewal. On the first three, the Secretary of State gives notice and revokes if the default is not cured within 30 days. For good cause the period can be stretched, but all extensions together may not pass 180 days or the length of any tax-return extension, whichever is longer. For a missed renewal the office issues and files a certificate of revocation with no further notice. Authority to do business stops when the certificate of revocation issues, and the names of revoked LLCs are published electronically.

Back fees and late registration

Registering after the fact costs the same $185 by mail or $205 online as registering on time, and it ends the bar on suing for the future. Whether a company that already operated unregistered owes Minnesota taxes for that period is a tax question that the registration statute says it does not answer. Ask a Minnesota accountant.

Reinstatement after revocation

For an LLC the route back is to file the current renewal and pay the reinstatement fee, $65 by mail or $85 online, as the renewal form's instructions describe. A corporation reinstates under section 303.19 for $540 by mail or $560 online. An entity inactive for more than 6 years cannot reinstate online.

Penalty questions

Does Minnesota fine an unregistered foreign LLC?

Chapter 322C states no dollar penalty. The LLC cannot sue in Minnesota courts, and the attorney general may ask for an injunction.

What about a corporation?

Section 303.20 sets ceilings of $1,000 and $100 a month.

Are contracts void if the LLC was unregistered?

No. The statute says contracts and acts remain valid.

Are the members personally liable?

Not solely because the LLC lacked a certificate.

How long to cure a revocation ground?

Thirty days after notice for an unpaid fee, a vacant agent post or a missing name-change filing.

Our fee and Minnesota's

Register in Minnesota

+ $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

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