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

The Minnesota Nonprofit Limited Liability Company | Articles of Organization is the required template form for registering a forming Nonprofit Limited Liability Company with the Minnesota Secretary of State. This form is basically a standardized form requesting the minimum amount of information the Minnesota Secretary of State will ask of all Limited Liability Companies wishing to form. Thus, some types may not be able to use this template as is. For instance, Nonprofit Limited Liability Companies that also plan on applying for Tax Exempt Status in the future must include specific language that is not present here. Organizers of such entities should contact the Internal Revenue Service for this required language then (depending on the situation) may attach this language as a provision. Professional Nonprofit Limited Liability Companies will also need to make use of an attachment that acknowledges the forming entity will remain compliant with Minnesota Statutes, Chapter 319B.01 to 319B.12. Professional Nonprofit Limited Liability Companies will also need to provide an attachment stating the Professional Service they will provide. It is highly recommended that Organizers take the initiative and seek consultation with a practicing Minnesota Attorney or CPA that is knowledgeable regarding the process of forming Limited Liability Companies from beginning to end.

The Minnesota Secretary of State will require payment of a $135.00 Filing Fee, if the Minnesota Nonprofit Limited Liability Company | Articles of Organization will be filed by mail. If the Minnesota Nonprofit Limited Liability Company | Articles of Organization will be filed online or in person then the Minnesota Secretary of State will consider it an expedited filing and require a $155.00 payment for the Filing Fee.

How To File By Mail

Download Form

Step 1 – You may download the Minnesota Nonprofit Limited Liability Company |Articles of Organization by selecting the link labeled “Download Form” above. The required information may be entered onscreen using a PDF program or a form friendly browser.

Step 2 – Locate Article I. Here, you must enter the Full Name of the forming Nonprofit Limited Liability Company in the space provided. This must be a Name that no other entity has claimed as its own and possesses a Business Designator that is appropriate (i.e. “LLC,” “L.L.C.,” “Limited Liability Company,” etc.).

Step 3 – Article II requires the Complete Address of the Registered Office to be reported. This is where such court actions as Service of Process will be delivered to the forming Nonprofit Limited Liability Company’s Registered Agent. You must use the area labeled “Street Address…” to report the Building Number, Street, and Unit Number of the Minnesota Registered Office location. You may then enter the City and Zip Code in the two boxes (“City” and “Zip Code”) that follow. Beneath the Address section, you must report the Full Name of the Minnesota Registered Agent who will be found at this location.

Step 4 – Read Article III. This will define the lifespan of the forming Limited Liability Company as perpetual. That is, the forming entity will operate at will. Similarly, Article IV will bind the forming Nonprofit Limited Liability Company to Minnesota Statutes, section 322C.1101.

Step 5 – At least one of the forming Nonprofit Limited Liability Company must read the paragraph in Article V then provide a Signature. In the first box, labeled “Organizer’s Name,” enter the Full Name of the Signing Organizer. The Organizer must then provide his or her Street Address, City, State, and Zip Code. Beneath this, in the box labeled “Signature,” the Organizer must Sign his or her Name. After providing this Signature, the Organizer must enter the Date he or she signed this document.

Step 6 – In the box under the heading “Email Address for Official Notices,” document the E-Mail Address the Minnesota Secretary of State may use to send Official Notices to the forming entity. If you do not wish this Email to be used in bulk data requests then, place a mark in the checkbox below the E-Mail Address.

mn-art-of-org-nonprofllc-p1

Step 7 – The next page will require the Name of an Individual the Minnesota Secretary of State may contact regarding this filing in the box labeled “Contact Name.” Then in the box labeled “Phone Number,” enter the Contact Person’s Daytime Telephone Number.

mn-art-of-org-nonprofllc-p2

Step 8 – The next section, “Minnesota Business Snapshot,” is an optional Survey the Minnesota Secretary of State will use for the “Minnesota Economic and Business Condition Reports.”

Mail To:

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