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Minnesota LLC Operating Agreement Template

Minnesota LLC Operating Agreement is used by newly formed limited liability companies to outline their operating procedures and ownership structure. The operating agreement outlines when the LLC was created, who the principal owners are, how ownership is divided, and each owner’s capital contributions. Furthermore, it provides the company structure by detailing each owner’s voting rights, the manner in which the company deals with profit and loss, and what would happen in the event the company was to dissolve.

An LLC operating agreement is not a legal requirement; however, it is advised as it serves to legitimize the company further and protect its owners from any company debts or litigation.

Contents

Types (2)

Single-Member – Limited liability companies with a single owner may use this form.

Download: PDF, Word (.docx), OpenDocument

 


Multi-Member – This document should be used by a company with more than one (1) owner.

Download: PDF, Word (.docx), OpenDocument

 


Laws


How to File (6 Steps)


Step 1 – Reserve the Entity’s Name

In the state of Minnesota, every LLC is required to have a unique name and must include “limited liability company,” or the abbreviation “LLC” in the company name. The words “incorporated” and “corporation” are NOT permitted to be in the name.

Go to the Secretary of State website and Search Business Filings portal to verify the uniqueness of the company name.

Once a name has been chosen, it must be reserved. A name may be reserved for a period of twelve (12) months, and it may be reserved:

  • Online: Go to this page and create an account at the bottom of the page, complete the required information and file the request.
    • Cost: $55
  • Mail or In-Person: Download and fill out the Request for Reservation of Name form. Once completed, you may file in-person or by mail.
    • Cost: $35 by mail, $55 in-person.

Minnesota Secretary of State

Business Services First National Bank Building

332 Minnesota Street, Suite N201 Saint Paul, MN 55101


Step 2 – Select a Registered Agent

Prior to the filing of organization, the LLC must select a registered agent to represent them for service of process for the state. The LLC may not act as its own registered agent. The agent may be an individual who is a Minnesota resident or a business entity legally authorized to do business in the state. Once selected, move on to the next step.


Step 3 – Filing Articles of Organization

An LLC must file articles of organization in order to legitimize the business in the eyes of the state of Minnesota.

Method 1 – File Online

Head over to the Secretary of State Business & Liens portal, scroll to the bottom and create an account, find the type of LLC you want to file, and follow the steps laid out on the website.

Method 2 – Mail or In-Person

Domestic Companies

Domestic entities that wish to apply either by mail or in-person may download and fill out the Articles of Organization Form.

A fee of $135 applies if submitted by mail, or $155 for in-person filings.

Minnesota Secretary of State

Business Services First National Bank Building

332 Minnesota Street, Suite N201

Saint Paul, MN 55101

Foreign Companies

Foreign entities may download and complete the Certificate of Authority to Transact Business in MN (LLC) form.

A fee of $185 applies if submitted by mail, or $205 for in-person filings.

Minnesota Secretary of State

Business Services Retirement Systems of Minnesota Building

60 Empire Drive, Suite 100

St Paul, MN 55103


Step 4 – Create an Operating Agreement

It is recommended that LLC’s create an operating agreement for their companies, even if it is not legally mandated by the state of Minnesota. It gives the owner’s more governance over how the company operates, outlines their responsibilities, and limits their liability should the company accrue debts or is sued. If the company chooses not to create an operating agreement, the operation of the company will be governed by state law.

  • Single-Member Operating Agreement
  • Multi-Member Operating Agreement

Step 5 – Obtain an EIN

An Employer Identification Number (EIN) may be obtained free of charge either via the IRS Online Application or by filling out Form SS-4 and submitting by mail. The EIN is a requirement for any LLC with more than two (2) owners, wishing to pay employees, and/or if it is to be taxed as a corporation rather than a sole-proprietorship.


 Step 6 – File Annual Statement

Every LLC operating in Minnesota must file an annual renewal every calendar year and any time before December 31st with the Minnesota Secretary of State. There are no fees if the entity is active and in good standing. This statement may be filed online or by mail or in-person with the Annual Renewal Form.


Resources

Filing Options: Online or by mail 

Costs:

  • Domestic filing fee: $135 – $155
  • Foreign filing fee: $185 – $205
  • Name reservation: $35 – $55

Forms:

  • Application for Reservation of Name (PDF)
  • Domestic Articles of Organization (PDF)
  • Foreign Certificate of Authority to Transact Business in MN (PDF)
  • Annual Renewal Form (PDF)

Links: