A Minnesota LLC operating agreement is used by newly formed limited liability companies to outline their operating procedures and ownership structure. The completed agreement provides a blueprint of the company’s internal structure, detailing the ownership rights and capital contributions of each member. The form also relays each member’s voting rights, the manner in which the company deals with profit and loss, and what would happen in the event of the company’s dissolution/liquidation.
An LLC operating agreement is not a legal requirement; however, the drafting thereof is highly recommended as it serves to legitimize the company further and protect its owners from any company debts or litigation.
Single-Member LLC Operating Agreement – Limited liability companies with a single owner may use this form.
Multi-Member LLC Operating Agreement – This document should be used by a company with more than one (1) owner.
In the state of Minnesota, every LLC is required to have a unique name and must include “limited liability company,” or the abbreviation thereof. The words “incorporated” and “corporation” are NOT permitted.
Go to the Secretary of State website and use the Search Business Filings portal to verify the uniqueness of the company name.
Once a name has been chosen it may be reserved for a period of twelve (12) months using either of the methods detailed below:
Minnesota Secretary of State – Business Services
First National Bank Building
332 Minnesota Street, Suite N201
Saint Paul, MN 55101
Prior to registering with the Secretary of State, the LLC must select a registered agent to represent them for service of process. The LLC may not act as its own registered agent. The agent may be an individual who is a Minnesota resident or a business entity legally authorized to do business in the state.
The members of an LLC must file the Articles of Organization with the Secretary of State in order to operate in Minnesota. This filing can be accomplished one of two ways.
Domestic Companies
Foreign Companies
It is recommended that LLCs create an operating agreement for their companies, even if it is not legally mandated by the state of Minnesota. It gives the owners the ability to determine how the company operates, outlines their responsibilities, and limits their liability should the company accrue debts or get sued. If the company chooses not to create an operating agreement, the operation of the company will be governed by state law.
An Employer Identification Number (EIN) may be obtained free of charge either via the IRS Online Application or by filling out Form SS-4 and submitting by mail. The EIN is a requirement for any LLC that has at least two (2) owners, that has employees, or that wishes to be taxed as a corporation rather than a sole-proprietorship.
Every LLC operating in Minnesota must file an Annual Renewal every calendar year before December 31st with the Minnesota Secretary of State. This begins the calendar year after the initial filing.
There are no fees if the entity is active and in good standing. This statement may be filed online, or by mail/in-person with the Annual Renewal Form.
Filing Options: Online or by mail
Costs:
Forms:
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