How to Form a Domestic Limited Liability Company in Minnesota – Limited Liability Company | Articles of Organization

The Minnesota Limited Liability Company | Articles of Organization is a template form designed to satisfy the minimum registration requirements the Minnesota Secretary of State has set in place for Domestic Limited Liability Companies. This form will only ask for the minimum amount of information required thus, it may not fit all purposes. For instance, a Professional Limited Liability Company using this form will need to make sure it attaches a statement that it is a Professional Limited Liability Company and will remain compliant with Minnesota Statutes, Chapter 319B, subd 19. In addition, the statment must include the service to be provided. Regardless of the type of Limited Liability Company being formed, Organizers are encouraged to seek consultation with an experienced party licensed to practice law or accounting in the State of Minnesota and proficient in this registration process.

The Filing Fee for the Minnesota Limited Liability Company | Articles of Organization is $135.00 if you are filing by mail and $155.00 if you are filing online or in person. If filing by mail, you must pay for this fee with a check made out to “MN Secretary of State.”

How To File Online

Step 1 – Go to the Minnesota Business Filings Online Login Page (https://mblsportal.sos.state.mn.us/Account/Login). Enter your Address in the first field, then enter your password in the second field. When you are ready, select the button labeled “Sign In.”

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Step 2 – In the column labeled “Business,” select the link labeled “Business Name or File Number.”

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Step 3 – Next select the line with the words “Limited Liability Company (Domestic)” on the left and “$155.00” on the right.

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Step 4 – In the column on the left, select the radio button labeled “For Profit.” Then on the right, indicate you are not registering a Professional Limited Liability Company by selecting the radio button labeled “No” under the heading “Professional Status and Services.” When you are ready select “Next.”

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Step 5 – On the first field of the “Verify Your Business Name is Available” page, enter the Name you wish to register as the Name of the forming Limited Liability Company. Then, in the drop down list on the right, select the Business Designator you wish to use with this Name (i.e. LLC, L.L.C., etc.). When you are ready select the button labeled “Search.” If the Name is available, this will be indicated in a statement below the search box. Once you have an available Name you wish to use, select the button labeled “File Limited Liability Company (Domestic)” that was generated upon a unique Name.

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Step 6 – Next, you will need to report who is Organizing the forming Limited Liability Company. Use the fields under the heading “Name,” to enter the First Name (first field), Middle Name (second field), Last Name (third field), and the Suffix drop down list to report the Identity of the Organizer being reported.

Step 7 – In the Address fields, report the Complete Street Address (Building Number/Street/Unit Number) of the Organizer being reported. Below this use the fields under the heading “City, State/Region, and Zip/Postal Code” to report the remainder of this Address. Finally, use the “Country” field to report the Country where this Organizer is located. When you are ready, select the button labeled “Add Organizer.”

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Step 8 – This page will allow you to review the information you have entered. You may use the “Delete” button to delete the entry, the “Add Organizer” button to add another individual’s information, or select the button labeled “Next” to proceed to the next section.

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Step 9 – On the next page, “Add Registered Agents,” select the button labeled “Add Registered Agent.” This will generate several fields.

Step 10 – Use the Name fields to enter the First Name in the first field, the Middle Name in the second field, the Last Name in the third field, and to choose the Suffix (fourth field) of the Minnesota Registered Agent. Beside the Name fields are two buttons “Individual” and “Organization.” Choose the appropriate one to describe the entity type of the Registered Agent. For our purposes, choose “Individual.” When this information has been entered and verified, select the button labeled “Save Registered Agent.” Once you are ready, select the button labeled “Next.”

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Step 11 – On the “Add Registered Office Address,” use the fields in the “Address,” “City, State/Region, and Zip/Postal Code” to report the Physical Location of the Minnesota Registered Agent’s Registered Office in Minnesota. This may not contain a P.O. Box and must be the Street Address of the Physical Location of the Registered Office. When you are ready, select the button labeled “Next.”

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Step 12 – Next, in the “Add Mailing Address,” you may enter a Mailing Address the Minnesota Secretary of State may use to correspond with you if you cannot receive mail at the Registered Office. You may use the “Address,” “City, State/Region, and Zip/Postal Code” fields to report such an Address. Select Next, once you are done with this screen.

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Step 13 – On the page titled “Add an Attachment,” you may use the “Upload file” button to locate, upload and attach any documents containing any Provisions not covered by this online form but should be included in these articles. When you are ready, select “Next.”

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Step 14 – On the page labeled “Add Delivery Information,” you may report where you would like documents to be emailed to you regarding this filing. Enter the Recipient’s Full Name in the fields under the word “Name.” Then, in the first field under “Email,” enter the E-Mail Address of the Recipient. You will need to re-enter this E-Mail Address in the field immediately to the right. Finally in the field labeled “Phone,” enter the Recipient’s Daytime Phone Number. When you are ready, select the button labeled “Next.”

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Step 15 – Though, not required you may enter a Client Reference in the field provided on this page. If not, you may leave this blank. When you are ready, select the button labeled “Next.”

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Step 16 – On the page labeled “Add an Email for Official Notices,” report an Email Address the Minnesota Secretary of State may use to send Official Notices in the future. Enter this Email Address in the first field then re-enter it in the second field. If you would like this Email Address to be excluded form bulk data requests, indicate this by selecting the check box below these fields. When you are ready, select the button labeled “Next.”

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Step 17 – This next page will have some questions that would be considered a Survey. None of this is required information however, if desired you may report information regarding Ownership, Employee Status, NAICS, and Gross Revenues. When you are ready select the word labeled “Next.”

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Step 19 – Next, you may review all the information you have entered on this form. You may use the button at the bottom of the page labeled “Previous” to navigate to any area that may need to be corrected. Otherwise, you may use the button labeled “Submit.” This will direct the browser to a payment area where you may finalize this filing with the Minnesota Secretary of State. The Filing Fee for the Online Minnesota Articles of Organization Domestic Limited Liabiltiy Company is $155.00 and must be paid for with a major credit card in order for this form to be accepted and processed.

How To File By Mail

Download Form

Step 1 – You may obtain a blank Minnesota Limited Liability Company | Articles of Organization by selecting the “Download Form” above. This PDF file may be downloaded directly to your computer then filled out using a PDF program or form-friendly browser. If you do not have such software, you may enter the information using a type writer after printing this file.

Step 2 – In Article I, enter the Full Name of the Limited Liability Company being formed and registered with the successful filing of this document. Keep in mind, the forming Limited Liability Company must have a Business Designator such as “Limited Liability Company” or “LLC.”

Step 3 – Article II will require you to report the Complete Address of the Minnesota Registered Office and the Identity of the Minnesota Registered Agent who may be found there. The Minnesota Registered Agent is the entity who shall receive such actions as Service of Process on behalf of the forming Limited Liability Company. In the first box, labeled “Street Address,” report the Building Number, Street, and Unit Number of the Registered Office’s Physical Location. Then, use the “City” and “Zip Code” field to report the City and Zip Code where the Registered Office is located.

Step 4 – In the text field beside the words “Registered Agent at the above address is,” enter the Full Name of the Minnesota Registered Agent obtained by the forming Limited Liability Company.

Step 5 – Article III will bind the Limited Liability Company to operate at will perpetually.

Step 6 – Article IV will contain a binding statement which must be Signed by at least one Organizer. This may be done in the boxes below this paragraph. First the Organizer must Print his or her Name in the box labeled “Organizer’s Name,” provide his or her Address using the boxes labeled “Street Address,” “City,” “State,” and “Zip.” Below this the Organizer must Sign his or her Name in the box labeled “Signature.” Finally, after the Signature field the Organizer must provide the “Date” this document has been Signed.

Step 7 – In the box below the words “Email Address for Official Notices,” report the Email Address where the Minnesota Secretary of State may send Official Notices to the forming Limited Liability Company. You may elect to have your Email Address left out of bulk data requests by placing a mark in the check box provided. Below this will be two boxes. Enter the Full Name and Daytime Phone Number of an individual who the Minnesota Secretary of State may contact regarding this form.

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Step 8 – The next page is the Minnesota Business Snapshot survey. This is entirely optional and will aid the Minnesota Secretary of State in the developement of its “Minnesota Economic and Business Condition Reports.” This survey will ask for the number of Full Time Employees of the forming Limited Liability Company, if any of the Members belong to certain Communities, the NAICS Code best describing the Limited Liability Company’s activities, the Priority of the forming Limited Liability Company, and the Gross Revenue.

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Step 9 – Next, gather the any paperwork you must submit with the Minnesota Secretary of State Limited Liability Company | Articles of Organization with a full payment of the Filing Fee. You may submit this package by mail for $135.00 (Filing Fee) or you may deliver it in person for $155.00 (Expedited Filing Fee).

Mail To:

Minnesota Secretary of State – Business Services
Retirement Systems of Minnesota Building
60 Empire Drive, Suite 100
St Paul, MN 55103