How to File Articles of Organization in Minnesota

Many Minnesota entrepreneurs choose to form a limited liability company (LLC) because of the many benefits of this business entity type. An LLC provides liability protection, for instance, so your assets are not at risk if your business is sued or cannot pay debts. 

An LLC is a “pass-through entity” for tax purposes, meaning that the LLC itself is not taxed. Instead, income passes through the business to the LLC owners or members, who report it on their tax returns. LLCs also offer flexibility in terms of management and taxation. 

Creating an LLC is relatively straightforward, but ensuring it’s done correctly is crucial to getting your Minnesota business on the right foot. The most critical step is filing articles of organization. 

What Are Articles of Organization for an LLC?

The articles of organization is a legal document filed with the Minnesota Secretary of State to form an LLC officially. It will include your business name, address, registered agent information, and more, as detailed below. 

First, Select a Registered Agent for Your Minnesota LLC

Minnesota requires LLCs to appoint a registered agent, a person or company authorized to accept and respond to official business correspondence, such as legal, tax, or financial documents. 

The registered agent ensures all required notices and documents are received. In Minnesota, the registered agent can be an LLC member, individual, or entity that meets state requirements. In Minnesota, a registered agent must:  

• Be 18 years or older
• Have a physical address in the state 
• Be available during regular business hours 
• Be registered to operate in the state, if it’s a business

Many business owners hire a registered agent service to ensure their LLC stays fully compliant and for convenience. 

If you choose to be your registered agent, you must be at your registered agent’s address for all business hours. A registered agent service allows you to be wherever you need to be to run and grow your business. 

How to Submit Articles of Organization in Minnesota

To start, visit the Minnesota Secretary of State website and create an account to access the articles of organization online. 

You’ll receive an email to confirm your account, and then you can sign in and enter your account information. 

In Minnesota, the articles of organization require the following information: 

• LLC name
• Principal office address
• Registered agent information
• Registered office address
• Organizer name and address

Once you’ve created your account, select “business filings” and “limited liability company.” Next, you’ll go through a series of screens to enter your information and answer questions about your business. 

Then you’ll have an opportunity to review all your information before payment. 

Some entrepreneurs hire an LLC formation service like ZenBusiness to handle this step, saving time and ensuring the process is done correctly. 

Draft an Operating Agreement

Minnesota does not require an operating agreement, but it’s a crucial document that defines members’ ownership percentages and profit allocations. Those are the two key elements, but it should also include the following:

• Each member’s rights and responsibilities
• Management structure and roles 
• Voting rights of each member
• Rules for meetings and voting
• What happens when a member sells their interest, becomes disabled, or dies

You can find operating agreement templates online, but it’s best to have them drawn up or reviewed by an attorney. The language of an operating agreement is crucial and can often help determine how member disputes will be resolved. Here you can obtain a free operating agreement template for your Minnesota LLC.

Contact Information for the Minnesota Secretary of State

Minnesota Secretary of State

BUSINESS SERVICES ADDRESS:
First National Bank Building
332 Minnesota Street, Suite N201
Saint Paul, MN 55101

Metro Area: 651-296-2803 
Greater MN: 1-877-551-6767 

Email: [email protected]

In Closing

There’s only one way to create an LLC in Minnesota: by successfully filing articles of organization. If you make any mistakes, you’ll likely have to refile, so be sure to do it right the first time and set your business up for serious success!