Minnesota LLC filing: a free annual renewal, an optional registered agent, and a December 31 deadline that skips the late fee and goes straight to dissolution

Every figure on this page comes from the Minnesota Secretary of State and the Minnesota Limited Liability Company Act. Not from an aggregator. Minnesota is cheap to maintain and has two features that set it apart, one welcome and one dangerous. The welcome ones: the annual renewal is free, and Minnesota does not require a registered agent, only a registered office. The dangerous one: the December 31 renewal carries no late fee, so instead of charging you a penalty for filing late, Minnesota administratively dissolves the LLC. That is a harsher consequence than the $15 to $50 late fee most states charge, and it catches owners who assume a missed deadline just costs a little extra.

Forming the company

Formation is a single filing at a mid-range fee.

Minnesota forms an LLC on Articles of Organization filed with the Secretary of State for $155 online, or $135 by mail.

You create a Minnesota LLC by filing the Articles of Organization with the Minnesota Secretary of State, online or by mail, under Minn. Stat. § 322C. The fee is $155 online or in person, which includes expedited processing, and $135 by mail. The articles name the LLC, its registered office, and an organizer. Minnesota does one thing differently from most states on the agent requirement, and it saves money.

Minnesota requires a registered office but not a registered agent, so you can serve as your own contact for free.

Most states require a registered agent, an individual or company designated to receive legal papers, and many owners pay a service $100 to $300 a year for one. Minnesota requires only a registered office, a physical Minnesota street address, and lets the LLC designate a registered agent but does not require it. So a Minnesota resident with a compliant street address can be their own point of contact at no cost, and the recurring registered-agent fee that is unavoidable in other states is optional here. A PO box does not qualify as the registered office.

The free annual renewal, and the deadline that dissolves you

The yearly obligation is the cheapest in the country and the easiest to fatally miss.

Minnesota’s annual renewal is free and due December 31, but missing it does not bring a late fee, it brings administrative dissolution.

Every Minnesota LLC files an annual renewal with the Secretary of State by December 31, and if the LLC is active and files on time, the renewal costs nothing. Minnesota is one of the few states with a genuinely free annual filing, and unlike the states with anniversary-date deadlines, Minnesota uses one fixed date for every entity. The trap is the penalty structure. Minnesota does not charge a late fee for a missed renewal. It administratively dissolves the LLC, which strips its legal standing and its liability shield until it is reinstated. So a missed December 31 in Minnesota is not a small penalty, it is the end of the entity’s good standing, and the fix is reinstatement, a filing and a modest fee, rather than just paying a late charge. The lesson is to treat December 31 as a hard deadline, not a soft one, because Minnesota’s response to a miss is more severe than the low cost of the filing suggests. Do not rely on a reminder; the state does not guarantee one.

What you pay the state over time

The recurring cost of a Minnesota LLC is close to nothing at the state level.

The recurring state filing cost of a Minnesota LLC is zero, because the annual renewal is free and there is no franchise tax on a pass-through.

After formation, a pass-through Minnesota LLC pays no franchise tax and no annual renewal fee, so the recurring state filing cost is genuinely zero, and a resident who serves as their own registered office pays nothing to keep the entity in good standing. The taxes that do apply, the income tax and the minimum fee on a multi-member LLC, are on the structure and cost page and are a function of the business’s income and size, not a flat state filing charge. A foreign LLC registering to do business in Minnesota files a Certificate of Authority and then the same free annual renewal.

Why the sourcing matters

One discipline runs under this page, and Minnesota’s own figures are the example.

A number several sites agree on can be several copies of one stale figure, which is why every figure here traces to the state.

Minnesota’s homestead exemption is the live example on the site: the figures rise every two years, and the codified statute text often lags the current commissioner-published amount, so a page that copies the statute without checking the adjustment publishes a stale number, covered on the protection page. Fees and thresholds drift, and agreement among aggregators is often shared copying. Every figure on this page is dated, comes from the Minnesota Secretary of State or the LLC Act, and carries the verification date below. When a fee or rule changes, the fix is to read the state’s own schedule again.

The bottom line

A Minnesota LLC forms on Articles of Organization filed with the Secretary of State for $155 online or $135 by mail.

Minnesota requires a registered office but not a registered agent, so a resident can be their own contact for free.

The annual renewal is free and due December 31, one of the few states with a $0 annual filing.

Missing December 31 brings no late fee but administrative dissolution, a harsher consequence than most states impose, so the deadline is hard, not soft.

There is no franchise tax on a pass-through, so the recurring state filing cost is zero, and the taxes that apply track the business’s income and size.

What this page does not cover

This page is about fees, forms, and deadlines. How creditors reach a member’s interest, the foreclosable charging order, and the homestead are on the protection page. The default governance rules and the board-of-governors structure are on the governance page. The high income tax, the minimum fee on multi-member LLCs, and the missing series LLC are on the structure and cost page.

Last verified August 2026.