A Minnesota LLC operating agreement is a document that helps to establish how your company will operate. It sets out the responsibilities and rights of the managers and members and plays a crucial part in showing that your LLC is a separate business entity.
Is an LLC Operating Agreement Required in Minnesota?
NO, an LLC operating agreement isn’t mandatory when starting your business in Minnesota, but having one is highly advised.
By Type
Single-Member LLC Operating Agreement
Set the rules for running a single-person limited liability company.
Multi-Member LLC Operating Agreement
Establish a clear and concise operating plan for your LLC.
Laws
As you plan on getting an LLC in Minnesota, you also need to know the operating agreement laws that govern businesses within the state, as set out in Chapter 322C. Minnesota Revised Uniform Limited Liability Company:
- Section 322C.0110: Operating agreement; scope, function, and limitations.
- Section 322C.0111: Operating agreement; effect on limited liability company and persons becoming members; preformation agreement.
- Section 322C.0112: Operating agreement, effect on third parties and relationship to records effective on behalf of limited liability company.
Costs and Fees
Before starting your Minnesota LLC, you need to know the costs involved in starting and running your business:
- Articles of organization filing fee (Domestic LLCs) – $135 by mail ($155 for in person or online filing).
- Articles of organization filing fee (Foreign LLCs) – $185 by mail ($205 for in person or online filing).
- Name reservation fee – $35 by mail ($55 for in person or online filing).
- Annual renewal fee – $25 by mail ($45 for in person or online filing).
How to Form an LLC in Minnesota
You can easily form a Minnesota LLC by following the steps below:
Step 1 – Choose a Name for Your Minnesota LLC
The first step of starting your Minnesota LLC is to choose a business name. Whatever name you have in mind, make sure it’s easily searchable by potential customers and complies with Minnesota’s naming requirements. Conduct a filings search on the Secretary of State website.
You can also search online to see if your company name is available as a web domain. Even if you plan to create your company website after some time, buying the URL early is a good idea to prevent other businesses from acquiring it.
Step 2 – Choose a Registered Minnesota LLC Agent
The next step is to appoint a registered Minnesota agent. This business entity or individual accepts legal papers on behalf of the LLC in case you are sued.
When appointing a registered agent for your Minnesota LLC, they should have a physical address within Minnesota and be a resident or business entity in Minnesota or a foreign business entity legally authorized to conduct business in the state. Note that your LLC cannot be your own agent in Minnesota.
Step 3 – File Articles of Organization
You then need to file your articles of organization with the government through the Secretary of State. You can register in person, by mail, or apply online as an individual or with an additional business partner.
Step 4 – Create a Minnesota LLC Operating Agreement
Create an LLC operating agreement outlining your company’s operations and ownership. This document ensures that all business owners are on the same page and reduces possible future risks or conflicts.
Step 5 – Get a Minnesota LLC EIN
Next, apply for an Employer Identification Number from the federal government. This acts as an identification number by the IRS for your company. This number will also help keep your business and personal finances separate and protect your business from identity theft.
Step 6 – File Annual Renewals for Your LLC
The law requires all LLCs in Minnesota to file annual renewals once per year. You can fill out the renewal any time before December 31 with the Secretary of State in Minnesota by mail or online.
Sample
Download an LLC operating agreement template below to get you started with your Minnesota business.
