Form a Limited Liability Company in Minnesota
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How to Form a Minnesota LLC in 10 Steps
LLCs or Limited Liability Companies are different from other companies and corporations. First, just one or more than one persons can own a section of an LLC. Next, each owner’s exposure to liability is greatly reduced compared to other companies. Also, LLC profits earned pass through to each member. And finally, there is no need to file separate tax returns for LLCs (the way a corporation might).
It’s not a difficult process to form an LLC. Here are the steps you will need to follow:
1). Pick Your Company Name.
In your first step, you will find a name for your company that no other business in Minnesota can use. Check out our SunDoc article Is My Business Name Available? for assistance in coming up with a name and reviewing whether it’s taken or not. Alternatively, allow SunDoc to run your name search for you for a reasonable fee. At a minimum, your preferred name must be available in the State of Minnesota. It is also a good idea to make sure there is not a registered trademark on the name you choose.
2). Follow the LLC Organizer Requirement.
You will need to name an LLC organizer for your LLC. This will be done on the Articles of Organization form later on. When you do your own filing of your Articles of Organization, you will be the organizer. But you can choose someone else if you prefer — for example, a lawyer who helped form your business. If you choose to prepare and upload your filing with SunDoc, you can name your own organizer.
3). Choose a Registered Agent.
In this step, you will need to choose a person or a firm to be your registered agent — a decision required for your Articles of Organization form (more information on the Articles of Organization can be found in #6). Not sure what a registered agent is or why you need one? Please go to our article on Registered Agent Service.
4). Choose Your Ownership and Management Structure.
In the Articles of Organization form, you will be asked how you want your LLC to be managed. Basically, you are choosing between member management and manager management, but there are three general options: Managed by one manager, managed by multiple managers, or managed by all members. These guides can help you decide: Member-Managed LLC, Manager-Managed LLC.
5). Create your Operating Agreement.
In Minnesota, you are not required to have an Operating Agreement with your LLC. Instead, according to default law conditions in the state of Minnesota, an implied Operating Agreement will be formed. Still, it's best to determine if the default conditions will work well for your LLC.
Remember that if you want your LLC to be manager-managed, you will definitely need to create an Operating Agreement. The law in Minnesota states that you need to declare that you'll have a manager-managed LLC in your Operating Agreement and Articles of Organization for the manager-managed LLC to be valid.
The Operating Agreement is the legal engine that drives your business, creating its governance, managing its working capital, and paying out its profits. Critical matters of money, voting, liability, and fiduciary constraints are at stake here. The SunDoc guides Member-Managed LLC and Manager-Managed LLC are a good source of information, but you may also wish to consult an attorney for advice.
6). File the Articles of Organization.
The Articles of Organization is a one-page form that Minnesota State requires you to file. This form includes important details about your company, and when it is officially accepted by the Minnesota Secretary of State, your company will be officially created.
You will need to compile several bits of information in order to file your Articles of Organization. First, you need to have the unique name you chose in step one and the address of your new company. You also need to list who your registered agent will be and who your LLC organizer will be. Finally, choose a management method from the three options. Remember that you do not need to publish your new LLCs formation and newspaper of record, nor do you need to record your member names and file them.
SunDoc can file this the Articles of Organization for you if time is an issue or if you'd prefer to have a filing service handle your paperwork.
7). Obtain an EIN and Open a Business Bank Account.
Congratulations! You now have a registered LLC in the state of Minnesota. If you have more than one member in your LLC, remember that you will need to get an Employer Identification Number or an EIN with the IRS. You'll need this number whether you have employees or not. You can file with the IRS yourself, or SunDoc can file for you.
Your EIN will be helpful for many reasons. Most importantly, you'll need it if you want to open any type of business account. Now is a great time to open a business bank account, especially if you've been buying things for your business and paying out of your own personal account. Setting up your company's fiscal management system is important. If you have receipts from past payments made out of your personal account, keep them so that you can get reimbursed. Now may be a good time to hire an accountant who will assist you with company fiscal matters as well.
8). Pay Minnesota State Taxes.
You will be required to pay a minimum annual tax to the Franchise Tax Board of Minnesota every year. Keep in mind that this is not an income tax. It's just the cost of doing business in the state of Minnesota. You will also need to start collecting sales tax if you plan on selling goods in the state of Minnesota. Additional information can be found on the State of Minnesota’s tax web site.
9). Determine Necessary Licenses and Permits.
Most Minnesota companies are required to have one or more business licenses or permits to operate at the city or county level. You may be surprised to discover what’s required. Operating without the proper license or permit can result in expensive fines.
10). File An Annual Report.
You will need to file a Annual Report every year. The form is simple, and its purpose is to keep the state updated on basic information about your company. If you ever change your company, you'll need to file a new Annual Report as well.
Important Notice: It is beyond the scope of this article to discuss your potential insurance needs, or matters relating to employees. You should consult an attorney or accountant with any questions about legal or financial matters. Please note that nothing in this article can be construed as legal, tax or accounting advice.
For additional learning, please visit Minnesota LLC FAQs.
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