How to Form a Foreign Limited Liability Company in Minnesota – Foreign Limited Liability Company | Certificate to Transact Business

The Minnesota Foreign Limited Liability Company | Certificate of Authority to Transact Business in Minnesota is the application provided by the Minnesota Secretary of State to foreign entities wishing to operate as a Limited Liability Company within Minnesota state lines. This application represents the basic information that will be required of all foreign entities wishing to operate as such. That is, some types of Limited Liability Companies will need to provide more information. Foreign Professional Limited Liability Companies will need to also provide a statement regarding the service being rendered and its compliance to Minnesota Statutes, Chapter 319B.01 to 319B.12. Foreign entities are expected to take the initiative in making sure all the information regarding their entity type be supplied. Thus, it is generally a good idea to consult with a licensed Minnesota attorney or C.P.A. who is familiar with this process and its requirements.

The Minnesota Secretary of State will require a Filing Fee payment for this submission. The Filing Fee amount will depend upon the method of filing. If filing online or in person, the Filing Fee amount will be $205.00 since these methods will be considered expedited. If filing by mail, the Filing Fee amount will be $185.00. All checks submitted to pay this fee must be payable to “MN Secretary of State.”

How To File Online

Step 1 – Open the Office of the Minnesota Secretary of State Business & Liens Sign On page here: https://mblsportal.sos.state.mn.us/Account/LogIn. Provide your Email Address in the first field then enter your password in the second field.

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Step 2 – Locate the column on the left labeled “Business.” When you are ready to proceed, select the link labeled “Business Name or File Number.”

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Step 3 – In the lower half of the page, locate the link labeled “Limited Liability Company (Foreign)” then select it.

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Step 4 – If the foreign Limited Liability Company is a Professional Limited Liability Company, then select the button labeled “Yes.” If it is not a Professional Limited Liability Company, then select the radio button labeled “No.” For our purposes, select the radio button labeled “No.” When you are ready to proceed, select the button labeled “Next,” in the lower right hand corner of the page.

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Step 5 – This next page, “Verify Your Business Name is Available,” will require you to check if the Name of the foreign Limited Liability Company is available in the State of Minnesota. To begin, enter the Full True Name (without any Business Designators such as “LLC”) in the text field provided. Select the Business Designator from the drop down list on the right. Then select the button labeled “Search.”

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Step 6 – If the Name is available you will be given confirmation in a green area that is generated. If the Name is not available you will need to adopt an Assumed Name that is unique and permissible in the State of Minnesota. Select the button labeled “File Limited Liability Company (Foreign)”

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Step 7 – Next you will need to report the Identity of the Minnesota Registered Agent obtained by the foreign Limited Liability Company to receive official court documents and processes on behalf of the foreign Limited Liability Company. Use the four fields under “Name” to report the Full Name of the Minnesota Registered Agent (First Name, Middle Name, Last Name, Suffix). Beside these fields will be two button of which one you must choose to define the entity type. Choose “Individual” or “Organization” to define whether the Minnesota Registered Agent is a person or business entity. When you are ready, select the button labeled “Save Registered Agent.”

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Step 8 – The next page will give you the opportunity to review the Name you have submitted as the Minnesota Registered Agent. You may either Delete this Name, add another Registered Agent, or proceed to the Next section by selecting the appropriate button. When you are ready to proceed, select the button labeled “Next.”

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Step 9 – The next screen will require the Complete Address of the Registered Office where the Minnesota Registered Agent may be found. Using the fields labeled “Address,” enter the Building Number, Street, and Unit Number where the Registered Office is located (do not enter a P.O. Box). Then in the “City,” “Zip Code,” (Zip Code) “Ext,” and “Country” fields to further define where the Registered Office is located. When you are ready select the button labeled “Next,” in the lower right hand corner.

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Step 10 – Use the two fields under the word “Address,” to report the Building Number, Street, and Unit Number where the foreign Limited Liability Company’s Principal Place of Business is located. You may then use the fields labeled “City, State/Region, and Zip/Postal Code” to enter the remainder of the Principal Place of Business’ Address. Finally use the field labeled “Country” to report the Country where the foreign Limited Liability Company’s Principal Place of Business is. When you are ready, select the button labeled “Next.”

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Step 11 – On the page titled “Add Home Office Address,” you must provide the Address for the foreign Limited Liability Company’s Home Office. Sometimes this is the same location as the Principal Office. You will be given two fields, under the word “Address,” to report the Building Number, Street, and Unit Number to define the Principal Office’s location. Next, you will need to report the City, State, Zip Code, and Country where the Principal Office is located using the remaining fields. When you have reported this information successfully, you may proceed to the next section by selecting the button labeled “Next.”

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Step 12 – If the foreign Limited Liability Company had to use an Assumed Name earlier, then you must report the Full True Name of the foreign Limited Liability Company in its home jurisdiction. You may do this in the field provided in this page. The text box will be auto-populated with the Name you have entered earlier however, you may enter a different Name if applicable. When you are ready select the button labeled “Next.”

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Step 13 – Use the drop down list on the “Add Home Jurisdiction” page to report the home state where the foreign Limited Liability Company was organized. When you are ready, select the button labeled “Next.”

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Step 14 – On this page, you will be given the opportunity to attach a file to this filing. Use the “Upload file” button to locate a file on your computer and upload it to this site. Only PDF files will be accepted for this. When you are ready, select the button labeled “Next.”

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Step 15 – The next page will request that you provide a Name and Email Address where materials regarding this filing may be emailed. Use the two fields beneath the word “Name,” to report the First and Last Name of this recipient. Below this will be two fields under the word “Email.” Enter the same Email Address in each field. Finally, under the word “Phone,” report the daytime Phone Number the Minnesota Secretary of State may use to contact this individual in the event any issues regarding this filing arise. When you are ready, select the word labeled “Next.”

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Step 16 – If you have a Client Reference you wish to attach to this form, you may do so by entering it in the field provided on the “Add Client Reference Information” page. When you are ready, select the button labeled “Next.”

Step 17 – This page requires you provide an Email Address where the Minnesota Secretary of State may send Official Notices in the future. Enter the exact same Email Address in the two fields on this page. If you wish to keep your Email Address from being included in bulk data requests, then place a check mark in the check box on this page. When you are ready, select the button labeled “Next.”

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Step 18 – This page is the Minnesota Business Snap Shot survey page and is entirely optional. If you wish to contribute information regarding the foreign Limited Liability Company on this page you may do so. Otherwise you may leave these questions unanswered. This will not effect the processing of your application. When you are ready to proceed, select the button labeled “Next.”

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Step 19 – The Filing Summary page will display all the information you have entered on this form in one place. Review this information carefully. If any areas need to be corrected, use the “Previous” and “Next” buttons at the bottom of the pages to navigate to the appropriate areas. When you are ready, select the button labeled “Submit” at the bottom of this page. You will be directed to a payment area where you must use a credit card to pay the $205.00 Filing Fee.

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How To File By Mail

Download Form

Step 1 – Select the “Download Form” link above. This will give you access to the Minnesota Foreign Limited Liability Company | Certificate of Authority to Transact Business in Minnesota PDF file. This will be a blank file which you may use a PDF program or form friendly browser to enter the required information. Otherwise you may print this then use a type writer to supply the information.

Step 2 – In the First Item, use the space provided below the words “The legal name of this company…,” report the Full True Name of the foreign Limited Liability Company as it is recorded on the record books in its home jurisdiction.

Step 3 – If the Full True Name of the foreign Limited Liability Company may not be used in the State of Minnesota then it must use an Assumed Name. Report this Assumed Name in the area provided in the Second Item. If this is not applicable then you may leave the Second Item blank.

Step 4 – In the Third Item, report the Home Jurisdiction where the foreign Limited Liability Company formed. This may be a State or a Province and Country.

Step 5 – In the Fourth Item, you must report the Full Name of the Minnesota Registered Agent in the first box, labeled “Full Name of Registered Agent.”

Step 6 – On the second line of the Fourth Item, you must report the Street Address of the location where the Minnesota Registered Agent may be physically found using the fields labeled “Street Address,” “City,” and “Zip Code.” This Address may not contain a P.O. Box.

Step 7 – In the Fifth Item, document the Principal Place of Business of the foreign Limited Liability Company. Here, too, you may use the fields labeled “Street Address,” “City,” “State,” and “Zip Code” to report this Address. You may not use a P.O. Box Address in this section.

Step 8 – In the Sixth Item, report the Home Address of the Office where the foreign Limited Liability Company operates. Oftentimes, this is referred to as the Principal Office. You will be provided with fields for “Street Address…,” “City,” “State,” and “Zip Code.”

Step 9 – In the Seventh Item, an Authorized Representative of the foreign Limited Liability Company must provide his or her Signature and the Date of Signing in the last two boxes of this page. This must be an individual who has been authorized by the foreign Limited Liability Company to submit this document on its behalf to the Minnesota Secretary of State.

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Step 10 – The top of the next page will require an E-Mail Address the Minnesota Secretary of State in the box under the heading “Email Address for Official Notices.” This is the E-Mail Address the Minnesota Secretary of State will use when it needs to send Notices (official or otherwise) to the foreign Limited Liability Company, so it must be an up-to-date and valid E-mail Address. If you would like the Email Address to be excluded from bulk data requests, place a mark in the check box labeled “Check here to have your email…”

Step 11 – Finally, you must supply the Name and Phone Number who will be able to communicate with Minnesota Secretary of State regarding this filing should there be any issues that need clarification. This is the individual the Minnesota Secretary of State will first contact. Enter the Contact Person’s Name in the box labeled “Contact Name.” In the box labeled “Phone Number,” report the Daytime Phone Number of the Contact Person.

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Step 12 – The next section, “Minnesota Business Snapshot,” is an optional survey the Minnesota Secretary of State requests so that it may better develop the “Minnesota Economic and Business Condition Reports.” Whether you provide these specs (employee status, owner community, gross income, etc.) or not will not have a bearing on the successful filing of this application.

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Step 13 – Once you have verified all the information you have presented on the Minnesota Foreign Limited Liability Company | Certificate of Authority to Transact Business in Minnesota, you may organize all the documents that must accompany this filing with the appropriate filing fee. If you are filing by mail, you must pay the Full Filing Fee and all applicable fees with a check made out to “MN Secretary of State.” The Filing Fee when submitting this application package by mail is $185.00. However, submitting the application package in person will bear a Filing Fee of $205.00 since it will be considered an expedited filing.

Mail To:

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