Articles of Organization in Minnesota | How to File in 2024

File Articles of Organization in Minnesota

Forming a Limited Liability Company (LLC) in Minnesota is popular for entrepreneurs looking to start or grow their businesses. LLCs offer numerous benefits, including limited liability protection for their owners and flexible management structures. One of the critical steps in forming an LLC is filing the Articles of Organization with the Minnesota Secretary of State. This article will provide a comprehensive guide on How to File Articles of Organization in Minnesota.

Webinarcare Editorial Team will help you understand the necessary steps to file for Articles of Organization. It would be best if all the factors in this article guided you.

What is Articles of Organization?

Articles of Organization is a legal document filed with the Minnesota Secretary of State to establish a Limited Liability Company (LLC) officially. The Articles of Organization contains essential information about the LLC, including its name, Registered Agent, and management structure. Once filed and approved by Minnesota, the LLC becomes a legally recognized business entity, separate from its owners, and benefits from limited liability protection and pass-through taxation.

The Articles of Organization typically contains the following information:

  • Company name
  • The effective date of the company
  • The headquarters of the company
  • The company’s goal
  • The period of the company’s operations
  • Copy of the name registration certificate for the company
  • Registered Agent’s and organizers’ names and addresses
  • At least one company employee

Recommended: Filing Articles of Organization is easy and hassle-free if you hire a professional service. We recommend using –

LegalZoom ($0 + State Fee)

How to File Articles of Organization in Minnesota?

Aside from hiring a Registered Agent, you should also be aware that a Registered Agent should file Articles of Organization in your Minnesota LLC. Here are the steps and guidelines for filing.

Step 1: Choose a Name for Your LLC

The first step in registering an LLC Articles of Organization is selecting a unique and appropriate name for your company. Your LLC’s name must comply with your state’s naming requirements, which typically include the following:

  • The name must be distinguishable from other registered business names in the state.
  • The name must include an LLC designator, such as “Limited Liability Company,” “LLC,” or “L.L.C.
  • The name must not include prohibited words or phrases defined by your state’s regulations.

To ensure your chosen name is available through your state’s business name database, Minnesota Secretary of State Business Filings Online, usually available on the Minnesota Secretary of State’s website.

Step 2: Appoint a Registered Agent

Registered Agent is a person or entity responsible for receiving official correspondence and legal documents on behalf of your Minnesota LLC. Most states require LLCs to designate a Registered Agent when filing the Articles of Organization. The Registered Agent must have a physical address in the state and be available during regular business hours.

Choosing a reliable and responsible Registered Agent is essential, as failure to receive and respond to legal documents can seriously affect your business.

You can serve as your own Registered Agent, appoint a friend or family member, or hire a professional Minnesota Registered Agent Services.

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Step 3: Prepare Your Articles of Organization

The Articles of Organization is the legal document that officially establishes your Minnesota LLC. While the specific requirements in Minnesota, the document includes the following information:

  • The LLC’s name
  • The name and address of the Registered Agent
  • The principal office address
  • The purpose of the LLC
  • The management structure (member-managed or manager-managed)
  • The names and addresses of the initial members or managers
  • The duration of the LLC, if not perpetual

In Minnesota, additional information may be required, such as an organizer’s signature or specific provisions related to the LLC’s operation.

Consult the Minnesota guidelines to ensure you include all necessary information.

Step 4: File the Articles of Organization

Once your LLC Articles of Organization is prepared, please submit it to the Minnesota Secretary of State. The submission process may vary depending on the method of choice; Minnesota allow online submissions and mailing or hand-delivering the documents.

Online Process

To use the online service or download the Articles of Organization form for your LLC, go to the website of the Minnesota Secretary of State. You were required to have an LLC name reserved while completing the form. Visit the Minnesota Business Name Search to see if the business name you want to use is available there. You must include a copy of your name reservation and your completed Articles of Organization form when submitting.

Mail Process

It is also possible to mail the form if you wish. Please adhere to the guidelines listed below.

  • The Articles of Organization must be downloaded in the Minnesota Secretary of State
  • Complete the necessary details in the form.
  • Two copies of the Articles of Organization must be completed.
  • Include the two papers with the Minnesota LLC name reservation certificate in a self-addressed, stamped envelope.
  • Submit all paperwork to Minnesota Secretary of State — Business Services, Retirement Systems of Minnesota Building, 60 Empire Drive, Suite 100, St Paul, MN 55103.

Costs of Filing Articles of Organization

Along with the filing of Articles of Organization, you must pay a filing fee. In Minnesota, the Articles of Organization fee costs around $135 which you can pay in the Minnesota Secretary of State. Confirm the correct fee amount and payment method for your state.

However, If you want to know more about the cost of forming an LLC, you can check out Minnesota LLC Cost.

Step 5: Obtain an Employer Identification Number (EIN)

After your Articles of Organization has been filed and approved, you should obtain an Employer Identification Number (EIN) from the Internal Revenue Service (IRS). The EIN is a unique identification number used for federal tax purposes. It is required for most LLCs, especially those with employees or elect to be taxed as an S-Corporation. You can apply for an EIN for free online through the IRS website.

The application of an EIN in Minnesota can be through the following:

  • Apply Online- The online EIN application is the preferred method for customers to apply for and obtain an EIN.
  • Apply by Fax- Taxpayers can fax the completed Form SS-4 application to the appropriate fax number), after ensuring that the Form SS-4 contains all of the required information.
  • Apply by Mail- The EIN application Form SS-4 can be filed via mail. The processing time frame to receive the mail is four weeks.
  • Apply by Telephone-International Applicants – International applicants may call 267-941-1099 (not a toll-free number) from 6 a.m. to 11 p.m. (Eastern Time) Monday through Friday to obtain their EIN.

Recommended: Professional services have the EIN included in their LLC formation package. We recommend using –

LegalZoom($0 + State Fee for LLC formation)

Step 6: Create an Operating Agreement

Although most states do not require an LLC Operating Agreement when registering an LLC, having one is highly recommended. The Operating Agreement in Minnesota is a legally binding document that outlines the LLC’s ownership structure, management, and operating procedures. It helps prevent member disputes and provides a clear framework for the LLC’s operations.

Step 7: Register for State and Local Taxes and Licenses

In Minnesota, you may need to register for additional state and local taxes or obtain specific licenses and permits. Common registrations include sales tax, payroll tax, and unemployment insurance tax. As an LLC, your business income will be subject to pass-through taxation, meaning profits and losses will be reported on your tax return. However, you may still be responsible for other state taxes, such as sales tax, payroll tax, or franchise tax which you can pay in Minnesota Department of Revenue.

In terms of franchise tax for your LLC in Minnesota, there is No franchise tax. Consult your Minnesota Department of Revenue and local government offices to determine which registrations and licenses apply to your LLC.

Step 8: Maintain Ongoing Compliance

Once your LLC is registered and operational, it’s essential to maintain ongoing compliance with state regulations. This typically includes filing Annual Reports in Minnesota, paying required fees every 1 year (31st December), and keeping accurate records of your LLC’s activities. Stay informed about Minnesota specific requirements to ensure your LLC remains in good standing.

Is the Articles of Organization necessary to be filed in Minnesota?

Yes, the Articles of Organization is necessary to be filed with Minnesota Secretary of State to legally establish and register a new business entity, such as a corporation or limited liability company (LLC). This document typically includes the company’s name, purpose, Registered Agent, and stock structure. Filing the Articles of Organization is essential in forming a business and ensuring it operates legally and is recognized by Minnesota.

What is the best way to file Articles of Organization? Is it online or by mail?

The best way to file Articles of Organization depends on your specific situation and the state in which you are incorporating your business. Both online and mail-in options have advantages, and either method can be effective.

Online Filing:

  • Faster processing time, as it is usually processed within a few days or even hours.
  • Immediate confirmation of submission and payment.
  • Lower risk of errors, as the online form may provide guidance and prevent incomplete submissions.

Mail-in Filing:

  • Some people prefer the traditional method and feel more comfortable with paper documentation.
  • You can include a cover letter or additional documentation if you have specific questions or complex situations.

To determine the best method for your needs, check the Minnesota Secretary of State or similar department’s website for information on their preferred filing options and processing times. Online filing is more convenient and efficient, but both methods can be used effectively to submit your Articles of Organization.

FAQs

What is an LLC?
An LLC is a limited liability company, which is a legal entity distinct from its owners.
How do I file Articles of Organization for an LLC in Minnesota?
You can file Articles of Organization with the Minnesota Secretary of State either online or by mail.
Can I file Articles of Organization for an LLC in person in Minnesota?
No, Minnesota does not allow in-person filings for Articles of Organization.
Is there a fee to file Articles of Organization for an LLC in Minnesota?
Yes, there is a filing fee of $135 for Articles of Organization in Minnesota.
Where do I mail my Articles of Organization filing in Minnesota?
You can mail your filing to the Minnesota Secretary of State, Business Services, PO Box 17370, Saint Paul, MN 55117.
How long will it take to process my Articles of Organization filing in Minnesota?
It takes about 1-2 business days to process a filing submitted online in Minnesota, and about 5-7 business days to process a filing submitted by mail.
Can I reserve a name for my LLC before filing Articles of Organization in Minnesota?
Yes, Minnesota allows you to reserve a name for a fee of $55.
How long does a name reservation last in Minnesota?
A name reservation lasts for 12 months in Minnesota.
Can I have a registered agent outside of Minnesota for my Minnesota LLC?
No, Minnesota requires that your registered agent be located in Minnesota.
Can I create an LLC without a lawyer in Minnesota?
Yes, you can create an LLC without a lawyer in Minnesota.
What information do I need to include in my Articles of Organization for my Minnesota LLC?
You will need to provide the name of your LLC, the purpose of your LLC, its principal address, and the name and address of your registered agent.
Can I change my Minnesota LLC’s name later?
Yes, you can change your Minnesota LLC’s name later by filing an Amended Articles of Organization.
Are there any annual requirements for Minnesota LLCs?
Yes, Minnesota LLCs must file an Annual Renewal each year.
How much does it cost to renew my Minnesota LLC each year?
The fee to renew a Minnesota LLC is $35 per year.
Can I dissolve my Minnesota LLC if I no longer need it?
Yes, you can dissolve your Minnesota LLC by filing Articles of Dissolution.
Can I use a PO box as my LLC’s principal address in Minnesota?
No, Minnesota requires a physical street address for your LLC’s principal address.
Can I use a PO box as my registered agent address in Minnesota?
No, Minnesota requires a physical address for your registered agent.
How long does my LLC’s administrative dissolution last in Minnesota?
An administrative dissolution lasts for five years in Minnesota.
Can I reinstate my LLC after it has been administratively dissolved in Minnesota?
Yes, you can reinstate your LLC after it has been administratively dissolved in Minnesota.
What forms do I need to file to reinstate my LLC in Minnesota?
You will need to file a Request for Reinstatement with the Minnesota Secretary of State.
Can I change my registered agent in Minnesota?
Yes, you can change your registered agent by filing a Change of Registered Office or Registered Agent form with the Minnesota Secretary of State.
Can a foreign LLC register to do business in Minnesota?
Yes, a foreign LLC can register to do business in Minnesota by filing a Certificate of Authority.
How long does a Certificate of Authority last in Minnesota?
A Certificate of Authority lasts until December 31st of the year it is filed in Minnesota.
Can I file a Certificate of Authority online in Minnesota?
Yes, you can file a Certificate of Authority online or by mail in Minnesota.
How much does it cost to file a Certificate of Authority in Minnesota?
The fee to file a Certificate of Authority is $300 in Minnesota.
Can I form an LLC to hold real estate in Minnesota?
Yes, you can form an LLC to hold real estate in Minnesota.
Do Minnesota LLCs need to file state taxes?
No, Minnesota LLCs are not taxed at the state level, but individual members may need to pay income tax on their allocated income from the LLC.
What are the annual reporting requirements for Minnesota LLCs?
Minnesota LLCs must file an Annual Renewal including the current list of members and managers.
What is the fee for filing Articles of Organization in Minnesota?
The fee for filing Articles of Organization in Minnesota is $135.
Do I need a registered agent when filing Articles of Organization in Minnesota?
Yes, all Minnesota LLCs must have a registered agent who is a resident of Minnesota or an entity authorized to do business in Minnesota.
Can I be my own registered agent in Minnesota?
Yes, you can be your own registered agent in Minnesota but it is recommended to appoint a professional registered agent to ensure prompt and safe delivery of legal documents.
Should my LLC name include “LLC” in Minnesota?
Yes, your LLC name must include the term “LLC” to show that it is a limited liability company.
How many members does an LLC need in Minnesota?
An LLC in Minnesota can have one or more members.
Can an LLC have a manager who is not a member in Minnesota?
Yes, an LLC in Minnesota can have a non-member manager.
How long does it take to approve my Minnesota LLC’s Articles of Organization?
LLC formation documents in Minnesota are usually processed within two business days if you file online, or around three weeks if you file via mail.
Do I need to provide a business address when filing Articles of Organization in Minnesota?
Yes, you must provide a street address of an individual or company located in Minnesota; this is where legal paperwork will be delivered.
Can I change the name or address of my LLC later in Minnesota?
Yes, you can amend the Articles of Organization to change your LLC’s name or address in Minnesota.
How often do I need to file an annual report for my Minnesota LLC?
Annual reports must be filed every year in Minnesota. The fees for the first year are included in the Articles of Organization. For following years there’s $0 for distributing the Annual Renewal Notice.
What is a Minnesota Business ID number, and is it required?
A Minnesota Business ID number is a unique identifier assigned to your LLC by the state. In order to do business in Minnesota, you will need this ID number.
Can I file an LLC’s Articles of Organization by mail in Minnesota?
Yes, you can file an LLC’s Articles of Organization by mail in Minnesota but online filing is faster and recommended.
When do I need to file a Minnesota LLC’s Articles of Organization?
You should file your Articles of Organization as soon as possible after deciding you want to form an LLC.
What is the operating agreement when filing LLC’s Articles of Organization in Minnesota?
An operating agreement is a legal document used to organize your LLC’s management structure; it is not required by Minnesota law but it’s recommended, regardless.
Does my LLC need to publish a notice of formation in Minnesota?
No, LLCs are not required to publish a notice of formation in Minnesota.
Can I file Articles of Organization for an LLC online in Minnesota?
Yes, you can file Articles of Organization for an LLC online in Minnesota, and it is recommended as the fastest and least expensive option.
How long does my LLC certificate last after filing Articles of Organization in Minnesota?
There is no expiration date for an LLC in Minnesota but annual reports are required to keep information current.
Can an LLC in Minnesota be taxed as an S-corporation?
Yes, an LLC in Minnesota can elect to be taxed as an S-corporation.
How do I cancel/terminate an LLC’s Organization in Minnesota?
To cancel an LLC’s Organization in Minnesota, you must file Articles of Dissolution with the Minnesota Secretary of State.
What if I missed filing an Annual Renewal Notice for my Minnesota LLC?
You can still file the report in Minnesota, although you may incur late fees.
Can Minnesota LLCs have different membership classes?
Yes, you can organize your Minnesota LLC with different membership classes, with each having different rights and privileges.
Does a Minnesota LLC need to have an EIN to file Articles of Organization?
No, you don’t need an EIN to file Articles of Organization in Minnesota. You can apply for one later through the IRS.
Can a Minnesota LLC be single-member or does it have to have multiple members?
A Minnesota LLC can be formed with just one member.
Can I change my Minnesota LLC’s name after filing my Articles of Organization?
Yes, you can change your Minnesota LLC’s name by amending the Articles of Organization.
How long does it take to get my Minnesota LLC’s Certificate of Organization?
LLC’s Formation documents in Minnesota are usually processed within two days of online submission.
Is Minnesota a good state to form an LLC in?
Many people from inside and outside Minnesota choose to form an LLC in the state due to its low cost, favorable taxation laws, and friendly business environment.

Also Read

Can You Change or Modify Your Minnesota LLC Articles of Organization?

One common reason for wanting to change or modify your Articles of Organization is to update information about your business. This could include changes to your business name, the physical address of your LLC, the names and addresses of the members and managers, or the Registered Office and Registered Agent. Keeping this information accurate and up-to-date is essential for legal and administrative purposes, and failing to do so could lead to potential complications or penalties.

Another common reason for modifying your Articles of Organization is to make changes to the structure or management of your LLC. For example, if you want to add or remove members, change the ownership percentages or voting rights, or alter the powers or duties of the managers, you will need to file an amendment to your Articles of Organization. These changes can impact the governance and operation of your business, so it’s important to ensure that your LLC’s formation document reflects the most current and accurate information.

Furthermore, if you originally filed your Articles of Organization with certain provisions or clauses that you no longer wish to have, you can also amend these sections by filing a Certificate of Amendment with the Secretary of State. This allows you to tailor the operating agreement of your LLC to better suit the needs and goals of your business.

It’s important to note that while there is some flexibility in amending your Articles of Organization, there are certain limitations and restrictions that you must adhere to under Minnesota law. For example, you cannot make amendments that would alter the fundamental characteristics of your LLC or violate any state regulations. Additionally, there may be specific procedures and requirements that you must follow when filing an amendment, such as obtaining the consent of all members or submitting certain documentation.

In conclusion, being able to change or modify your Minnesota LLC Articles of Organization can be a valuable tool for maintaining an accurate and efficient record of your business entity. Whether you need to update information, make changes to the management structure, or revise certain provisions, taking the time to properly amend your formation document is essential for ensuring compliance with state regulations and the smooth operation of your LLC. By staying informed about the process and seeking guidance from legal professionals if needed, you can navigate the process of modifying your LLC’s Articles of Organization effectively and efficiently.

Conclusion

Registering an LLC Articles of Organization is critical in establishing your business as a legally recognized entity. By following this comprehensive guide and researching your state’s specific requirements, you can successfully navigate the registration process and set your LLC up for success. Remember that forming an LLC is just the beginning; ongoing compliance and diligent management are necessary to ensure your business thrives in the long run.

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