Reinstate a Business in Minnesota | A Step-by-Step Guide

by
Reinstate Minnesota Business

Running a business or forming an LLC in Minnesota can be a rewarding yet challenging experience. When operating a business, unforeseen circumstances may arise, leading to the suspension or dissolution of the entity. If your business has been suspended or dissolved in Minnesota, you do not need to worry. This guide will provide a step-by-step process to Reinstate your Business in Minnesota and get back on track.

Webinarcare Editorial Team will help you easily reinstate your Minnesota business. You must be guided by all the factors gathered in this article.

How to Reinstate a Business in Minnesota

Understanding Dissolution and Suspension

Before diving into the reinstatement process, it’s essential to understand the difference between dissolution and suspension.

Dissolution

Dissolution is the legal termination of a business entity. This can happen voluntarily by the owners or involuntarily by Minnesota due to non-compliance with state laws and regulations. When a business is dissolved, it must cease all operations and settle outstanding debts and liabilities.

Suspension

The state can suspend a business entity for various reasons, such as failing to file Annual Reports or paying taxes. When a business is suspended, it loses its right to conduct business within Minnesota, and the owners may be personally liable for any debts or liabilities incurred during the suspension period. Hiring a Registered Agent for your documents to be compliant is very important. You could check out the Best Minnesota Registered Agent Services in Minnesota.

LLC Service

Rating & Pricing

Top Features

Learn More

#1 Recommendation

$299 Per Year

  • Free LLC Formation

  • RA service in all states

  • Legal consultation

Learn More

$125 Per Year

  • Flat price for RA service

  • LLC formation package

  • Fast service

Learn More

How to Reinstate a Business in Minnesota

In Minnesota, reinstating your business needs a lot of preparation, more specifically if it is located in Saint Paul. To be aware and prepared, we have gathered information on the steps to reinstate your Minnesota business. If it is manageable to Dissolve a Business in Minnesota, it is also bearable to reinstate your Minnesota business. Keep in mind that you should follow the mentioned steps below. 

Step 1: Determine the Reason for Suspension or Dissolution

The first step in reinstating your Minnesota business is determining why it is suspended or dissolved. This information can be found in the notice issued by Minnesota or by contacting the Minnesota Secretary of State. Common reasons for suspension or dissolution include:

  • Failure to file Annual Reports
  • Failure to pay taxes or fees
  • Failure to maintain a Registered Agent
  • Non-compliance with state laws and regulations

Step 2: Resolve Outstanding Issues

Once you have identified the reason for your business’s suspension or dissolution, you must resolve the outstanding issues. This may include:

  • Filing any missing Minnesota Annual Reports and paying associated fees. In Minnesota, the LLC Annual Reports costs $0 while the Corporation Annual Report costs $0 (information report req.).
  • Paying any outstanding taxes or fees
  • Appointing or updating your Registered Agent information. 
  • Resolving any non-compliance issues with state laws and regulations

Ensure that you keep records of all payments and documents submitted to the Minnesota Secretary of State, as you may need to provide proof of compliance during the reinstatement process. We recommend hiring the Best Registered Agent Services if you plan to reinstate your business. This will ensure that your documents are up to date.

It is suggested that you speak with a legal professional before you begin reinstating your Minnesota business. They’ll understand what’s best for you and your company. To safeguard your personal assets from business debts, you can always start an LLC in Minnesota.

– WEBINARCARE EDITORIAL TEAM

Step 3: Obtain a Certificate of Good Standing

Certificate of Good Standing is a document issued by Minnesota that verifies that your business is in compliance with all state requirements and is authorized to conduct business within the state. Although obtaining a Certificate of Good Standing is not always required for reinstatement, it can be beneficial in demonstrating your business’s compliance and may expedite the reinstatement process.

To obtain a Certificate of Good Standing in Minnesota, you will need to:

Get and Submit the Form

The form is available on the Minnesota Secretary of State website. You can download the form and mail it or submit it online. 

Online Application Process:
  • Visit the State Website: In Minnesota, they offer an online portal for business services, which includes the option to request a Certificate of Status.
  • Register an Account: You may need to create an account or log in to your existing account to access the application process.
  • Provide Required Information and Documentation: The online application typically requires basic information about your business, such as the entity name, identification number, and business type. You may also need to upload supporting documents. 
Paper Application Process:
  • Download and Complete the Appropriate Forms: Visit the Minnesota Secretary of State to download the required application forms for the Certificate of Good Standing. Complete the forms, ensuring all information is accurate and up-to-date.
  • Provide Required Documentation: In Minnesota, you may need to include copies of your registration documents, Articles of Organization, Annual Reports, or other supporting materials.
  • Mail or Deliver the Application: Once you have completed the forms and gathered the necessary documents, mail or deliver the application package to the Minnesota Secretary of State — Business Services, Retirement Systems of Minnesota Building, 60 Empire Drive, Suite 100, St Paul, MN 55103, along with the required fees.
Pay Any Associated Fees

The fees for obtaining a Certificate of Good Standing cost $15, vary depending on the type of business entity. Some states also offer expedited processing for an additional fee. Check the Minnesota Secretary of State website for the most up-to-date fee schedule. The Certificate of Good Standing’s processing time varies from state to state. Also, it depends on the expedited filing as well. It can take a few days to a few months to obtain the Certificate of Good Standing in Minnesota.

Provide Proof of Compliance

To prove compliance with state requirements, you must file Annual Reports and pay the necessary taxes.

Recommended: Legalzoom’s annual report services provide a comprehensive and streamlined approach to ensuring businesses maintain compliance and transparency. Their attention to detail and dedication to client satisfaction make them the go-to choice for all your annual reporting needs. We recommend using –

LegalZoom – Starts at $99 + filing fees

Step 4: Submit Reinstatement Application

Once you have resolved all outstanding issues and obtained a Certificate of Good Standing, you can submit your reinstatement application to the Minnesota’s Secretary of State. The reinstatement application process may vary depending on the state and the type of business entity (corporation, LLC, etc.).

In general, the reinstatement application process will require:

  • Completing a reinstatement application form is typically found on the Minnesota Secretary of State’s website.
  • Providing proof of compliance with state requirements, such as filing Annual Reports, paying taxes, and maintaining a Registered Agent.
  • Pay the reinstatement fee in Minnesota. The cost of the reinstatement fee amounts to $115. However, the cost will vary depending on the length of time your Minnesota business has been suspended or dissolved.

Step 5: Wait for Approval

After submitting your reinstatement application and all required documentation, you must await approval from the Minnesota’s Secretary of State. The processing time for reinstatement applications can vary depending on the Minnesota and the complexity of your case. Being patient and prepared to provide any additional information or documentation requested by Minnesota during this time is essential.

Step 6: Notify Creditors and Stakeholders

Once your business has been reinstated, you must notify creditors and stakeholders of your business’s renewed status. This may include:

  • Sending a formal letter to creditors and stakeholders informing them of the reinstatement.
  • Updating your Minnesota business’s website and social media accounts to reflect the reinstated status.
  • Informing any relevant licensing or regulatory agencies of the reinstatement.

Step 7: Resume Business Operations

After your Minnesota business has been reinstated and all relevant parties have been notified, you can resume your business operations. Be sure to maintain compliance with state laws and regulations moving forward to avoid future suspensions or dissolutions.

Reinstating or Creating a New Business?

Whether to reinstate a business or start a new one from scratch depends on several factors specific to your situation. Here are some points to consider when making your decision:

  • Costs: The costs of reinstating and starting a new business can vary significantly. Reinstating a business may involve paying outstanding taxes, fees, and penalties while starting a new business requires registration fees and potential legal costs. Compare both options’ costs to determine which is more financially viable.
  • Business History and Reputation: If your previous business has a strong reputation and established customer base, reinstating it may be more beneficial than starting from scratch. On the other hand, if your Minnesota business has a negative history or unresolved legal issues, start fresh with a new business.
  • Time and Effort: Reinstating a business can be a time-consuming process, as you need to resolve outstanding issues, submit a reinstatement application, and wait for approval. Starting a new Minnesota business may be faster, as you can register the business and begin operations relatively quickly. Consider which option is more time-efficient based on your situation.
  • Legal and Regulatory Compliance: If your previous Minnesota business was suspended or dissolved due to non-compliance with state laws and regulations, you should carefully evaluate whether you can maintain compliance if the business is reinstated. If you are confident in your ability to comply with requirements, reinstating the business might be a good option. However, starting a new Minnesota business might be a better choice if you still determine your ability to maintain compliance.

Ultimately, deciding to reinstate a business or start a new one from scratch depends on your circumstances and goals. Consider the abovementioned factors, consult with professionals such as Minnesota Business Attorneys and accountants, and evaluate which option best suits your needs and long-term business objectives.

FAQs

How do I reinstate my Minnesota business?
Reinstating a Minnesota business involves filing the appropriate forms and paying any outstanding fees.
Is it possible to reinstate a Minnesota business if it has been dissolved?
Yes, it is possible to reinstate a Minnesota business that has been dissolved.
How long do I have to reinstate my Minnesota business before it is permanently dissolved?
You have five years to reinstate your Minnesota business before it is permanently dissolved.
What forms do I need to file to reinstate my Minnesota business?
To reinstate a Minnesota business, you will need to file Form R-3 with the Minnesota Secretary of State.
Can I file the Form R-3 to reinstate my Minnesota business online?
Yes, you can file the Form R-3 to reinstate your Minnesota business online through the Minnesota Secretary of State website.
How much does it cost to reinstate a Minnesota business?
The cost to reinstate a Minnesota business can vary, depending on the type of business and the amount of back taxes owed.
What happens if I don’t reinstate my Minnesota business?
If you don’t reinstate your Minnesota business, it will be permanently dissolved and its name will become available to other businesses.
How long does it take to reinstate a Minnesota business?
The amount of time it takes to reinstate a Minnesota business can vary, depending on how complicated the reinstatement process is.
Can I use a service to help me reinstate my Minnesota business?
Yes, you can hire a service to help you with the reinstatement process for your Minnesota business.
After I reinstate my Minnesota business, am I required to file annual reports?
Yes, after you reinstate your Minnesota business, you will be required to file annual reports with the Minnesota Secretary of State.
Can I change my business name when I reinstate my Minnesota business?
Yes, you can change your business name when you reinstate your Minnesota business, but you will need to file the appropriate paperwork and pay any applicable fees.
Do I need to obtain any licenses or permits when reinstating my Minnesota business?
Depending on the type of business you operate in Minnesota, you may need to obtain additional licenses or permits.
Will I need to pay any back taxes when reinstating my Minnesota business?
If your Minnesota business owes back taxes, you will be required to pay them when reinstating your business.
Is there a penalty for late reinstatement of a Minnesota business?
If you reinstate your Minnesota business after it has been permanently dissolved, there may be penalties and additional fees.
Can I reinstate a Minnesota LLC that has been dissolved voluntarily?
Yes, you can reinstate a Minnesota LLC that has been dissolved voluntarily by filing the appropriate paperwork.
What happens if another business has taken my Minnesota business’s name after it has been dissolved?
If another business has taken your Minnesota business’s name after it has been dissolved, you will need to choose a new name for your reinstated business.
Can I reinstate a Minnesota corporation if it has been administratively dissolved?
Yes, you can reinstate a Minnesota corporation if it has been administratively dissolved, but you will need to pay any outstanding fees and file the appropriate forms.
Can I reinstate my Minnesota nonprofit corporation?
Yes, you can reinstate your Minnesota nonprofit corporation by filing Form R-2 with the Minnesota Secretary of State and paying any fees owed.
Is there a time limit to reinstate a Minnesota LLC?
If your Minnesota LLC is dissolved, you have five years to reinstate it.
What if I can’t pay back taxes owed on my Minnesota business?
If you can’t pay back taxes owed on your Minnesota business, you should contact the Minnesota Department of Revenue to discuss payment options.
Can I reinstate my Minnesota business if I am in bankruptcy?
If you are in bankruptcy, you may still be able to reinstate your Minnesota business, but you should consult with your bankruptcy attorney before doing so.
Can I reinstate a Minnesota business that was dissolved because of failure to file annual reports?
Yes, you can reinstate a Minnesota business that was dissolved for failure to file annual reports.
How can I check if my Minnesota business is still active or has been dissolved?
You can check the status of your Minnesota business on the Minnesota Secretary of State website.
Can I get help with the reinstatement process for my Minnesota business if I don’t live in Minnesota?
Yes, you can get help with the reinstatement process for your Minnesota business even if you don’t live in Minnesota.
Does the Minnesota Secretary of State send a notice when a business has been dissolved?
Yes, the Minnesota Secretary of State will send a notice to the registered agent of a Minnesota business when it has been dissolved.
Can a Minnesota business participate in business transactions when it is dissolved?
A Minnesota business cannot participate in business transactions when it is dissolved.
Can I finally dissolve my Minnesota business after it has been reinstated?
Yes, you can dissolve your Minnesota business after it has been reinstated by filing the appropriate forms with the Minnesota Secretary of State.
If I close my Minnesota business, do I still have to pay taxes?
Depending on the situation, you may still be subjected to taxes such as discontinuationy taxes, excise taxes payable with licenses or permits used in business, sales or fuel tax payable or assessed for sale to the end user, and other taxes specific to individual circumstances. Please seek professional council from a CPA or accountant if unsure about the specifics of your business.
What is the cost of reinstating a Minnesota business?
The cost of reinstating a Minnesota business varies depending on the type of business and the reason for reinstatement.
Can I reinstate my Minnesota business online?
Yes, you can reinstated your Minnesota business online by visiting the Minnesota Secretary of State’s website.
Do I need to provide documentation to reinstate my Minnesota business?
You may be required to provide documentation to reinstate a Minnesota business, such as past tax returns, annual reports, or other legal filings.
What is the Minnesota Secretary of State’s phone number?
The Minnesota Secretary of State’s phone number is (651) 296-2803.
What is the Minnesota Secretary of State’s website?
The Minnesota Secretary of State’s website is www.sos.state.mn.us.
What are Minnesota’s reinstatement laws for businesses?
Minnesota’s reinstatement laws for businesses can be found in Minnesota Statutes Chapter 302A.
How often must a Minnesota corporation file an annual report?
A Minnesota corporation must file an annual report with the Secretary of State every year.
What is the fee for filing an annual report in Minnesota?
The fee for filing an annual report in Minnesota varies depending on the type of business.
What happens if I don’t file an annual report for my Minnesota business?
If you don’t file an annual report for your Minnesota business, your business may be put into a delinquent status, and you may need to pay late fees and penalties to reinstate it.
Can I check the status of my Minnesota business online?
Yes, you can check the status of your Minnesota business online by visiting the Minnesota Secretary of State’s website.
How can I change my Minnesota business name?
To change your Minnesota business name, you must file a Business Name Change Amendment form with the Secretary of State’s office and pay any associated fees.
Can I change my Minnesota business type, such as from an LLC to a corporation?
Yes, you can change your Minnesota business type by filing articles of amendment with the Secretary of State’s office, and paying any associated fees.
How do I dissolve my Minnesota business?
To dissolve your Minnesota business, you must file a Certificate of Dissolution with the Secretary of State’s office, and pay any associated fees.
What are the requirements for reinstating a Minnesota LLC?
The requirements for reinstating a Minnesota LLC may vary depending on the reason for dissolution, but generally you will need to file a reinstatement application with the Secretary of State’s office and pay any associated fees and penalties.
What are the requirements for reinstating a Minnesota corporation?
The requirements for reinstating a Minnesota corporation may vary depending on the reason for dissolution, but generally you will need to file a reinstatement application with the Secretary of State’s office and pay any associated fees and penalties.
How long does it take to process a Minnesota LLC reinstatement application?
The time it takes to process a Minnesota LLC reinstatement application varies depending on the processing time of the Secretary of State’s office.
How long does it take to process a Minnesota corporation reinstatement application?
The time it takes to process a Minnesota corporation reinstatement application varies depending on the processing time of the Secretary of State’s office.
What happens if I have back taxes owed when I try to reinstate my Minnesota business?
If you have back taxes owed when you try to reinstate your Minnesota business, you may need to pay them off before the Secretary of State’s office will reinstate your business.
Can I get help reinstate my Minnesota business from a private company?
Yes, there are private companies who offer assistance with reinstating Minnesota businesses that may provide a quicker turnaround time than the Secretary of State’s office.
How do I get a Tax ID number for my Minnesota business?
To get a Tax ID number for your Minnesota business, you may apply through the IRS or through the Minnesota Department of Revenue.
What is a Certificate of Authority, and do I need one for my Minnesota business?
A Certificate of Authority is a type of registration that allows a corporation or LLC to do business in a state it is not registered in. If your Minnesota business is going to be operating in another state, you may need to obtain a Certificate of Authority from that state.
What is the process for registering a foreign business to do business in Minnesota?
The process for registering a foreign business to do business in Minnesota varies depending on the type of business, but generally involves filing paperwork with the Secretary of State’s office.
What is the cost of registering a foreign business to do business in Minnesota?
The cost of registering a foreign business to do business in Minnesota varies depending on the type of business.
How can I obtain a copy of my Minnesota business’s articles of organization or incorporation?
You can obtain a copy of your Minnesota business’s articles of organization or incorporation by requesting one from the Secretary of State’s office.
Can I change the registered agent for my Minnesota business?
Yes, you can change the registered agent for your Minnesota business by filing a Change of Registered Office or Registered Agent form with the Secretary of State’s office.
Is it possible to reinstate a Minnesota business after it has been dissolved for many years?
Yes, it is possible to reinstate a Minnesota business after it has been dissolved for many years, but it may require additional steps or filings to bring the business up to date.
What is Minnesota’s process for reinstating a nonprofit corporation?
The process for reinstating a Minnesota nonprofit corporation may vary depending on the reason for dissolution, but generally involves filing a reinstatement application with the Secretary of State’s office and paying any associated fees and penalties.

Also Read

Conclusion

Reinstating a business in Minnesota can be complex and time-consuming. However, following the steps outlined in this guide, you can successfully reinstate your business and resume operations. Remember to stay diligent in maintaining compliance with state laws and regulations to avoid future issues and ensure the continued success of your business.

Leave a Comment