Minnesota Foreign Registration›Registered agent
Who can act as the Minnesota agent for an out-of-state LLC
A change of registered agent costs $35 by mail or $55 online, and the first agent a foreign LLC names must have an office at a Minnesota street address. The agent can be a person living in the state, a Minnesota company or an out-of-state company with permission to operate there.
Who can serve
Section 5.36 requires a business formed under another jurisdiction's law to designate a registered agent when it registers here. Eligible agents are a natural person living in Minnesota, a Minnesota corporation or LLC, and an out-of-state company with permission to operate here. Each must staff an office at the registered address. The change form adds a rule of its own: the entity cannot be its own agent, and its name must not appear on the agent line.
The office address
The registered office is where lawsuit papers get delivered. The statute wants an actual office location rather than only a post office box, and an entity whose listed address fails that test must supply one that passes. Fixing an address solely to bring it into line carries no fee. The registered office need not be the same place as the principal place of business.
Who gets served and in what order
Section 5.25 puts the registered agent first for serving papers in a lawsuit. With no agent appointed, an officer, manager or general partner receives them. If none can be found at the address on file, the Secretary of State can be served. The Secretary of State then forwards what it receives by certified mail, in care of the agent at the registered office, or to the withdrawal address if the entity has left the state. The party serving through the office pays $35 for an LLC.
Filings that involve the agent
| Filing | By mail | Online or in person |
|---|---|---|
| Change of registered office or agent | $35 | $55 |
| Resignation of agent | $35 | Not available online |
| Amendment of the certificate | $35 | $55 |
| Correcting a non-compliant registered office | No fee | No fee |
The change form is called Notice of Change of Registered Office/Registered Agent, in the revision dated 5/31/2024. Limited partnerships and limited liability partnerships may not use it.
Changing the agent
The entity files a statement giving its name, the new registered office if it is moving, the new agent if it is changing, a confirmation that the office and the agent's business office will be one address, and a confirmation that a majority of the governing body present approved the change. The form puts the same points in a numbered list and adds a signature block with the perjury warning. It also carries email and contact lines, and a farmland question.
When the agent resigns or moves
A registered agent resigns by filing a signed written notice, including a statement that a signed copy has been given to the entity at its principal executive office. The appointment ends 30 days after the notice is filed. The LLC then has to appoint a replacement; a vacant post is a ground for revocation, and the Secretary of State notifies the company and allows 30 days to cure. If an agent changes its own name or business address, it can update every entity it serves with one statement signed only by the agent, stating that a copy was mailed to each entity.
Corporations
The same section 5.36 rules apply to a foreign corporation through section 303.10, which says every non-Minnesota corporation has a registered office and agent and changes them as section 5.36 prescribes. The change filing costs $50 by mail or $70 online, and resignation by mail costs $50.
Using a commercial agent
A founder who lives outside Minnesota cannot serve as the agent, and the form states that its information is public. We can serve as your Minnesota registered agent if you want that; it is rolled into $199 for twelve months, with the renewal rate shown at checkout. Whoever you choose, make sure the agent forwards what it receives to a person who reads it, since a lawsuit served on the agent starts running on the day it is served.
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.
Agent and office questions
Could I serve as the agent for my own LLC?
A Minnesota resident who keeps a business office at the registered address qualifies. The LLC itself cannot fill the role.
Can the agent use a PO box?
No. The registered office must be an actual office location.
How much does a change cost?
$35 by mail or $55 online for an LLC.
What happens if the agent resigns?
The appointment ends 30 days after the notice is filed, and the LLC must name a new agent.
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 5.36, registered agent for service of process
- Minnesota notice of change of registered office or registered agent
- Minnesota Statutes 5.25, service of process
- Minnesota Statutes 322C.0806, revocation of a certificate of authority
- Minnesota Statutes 303.10, office and agent
Need Minnesota authority soon?
Order online and we prepare the form as soon as your answers are in.