Minnesota LLC Formation

Minnesota LLC Formation Attorneys & Lawyers for Hire

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Steven S.

Steven Stark

303 reviews
For over 30 years, Steven Stark has offered counsel to non-profit organizations and private companies. He has a passion for helping small businesses in particular since he himself started several businesses of his own in New York and Florida. He understands the importance of small businesses having a reliable attorney to advise them about legal matters from their inception.
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Joshua G.

Joshua Garber

213 reviews
Representing notable clients like Tesla and the City of Los Angeles, Josh Garber excels at helping clients with employment and labor laws. Many of his past clients have had great success using Josh for employment agreements and Division of Labor Standards Enforcement (DLSE) hearings. With his practical advice, he has even helped clients avoid going to court.
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Richard G.

Richard Gora

159 reviews
Looking for an attorney with experience? Richard Gora is the exact attorney you want. Having defended over 100 cases both in state and federal courts and working with clients from around the globe, Richard has an array of different experiences. His services are wide-ranging and include business litigation, securities litigations, employment litigation, and business counsel. Prior to founding Gora LLC, he worked for Finn, Dixon & Herling LLP for eight years.
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Jan V.

Jan Vonflatern

Jan VonFlatern has thirty years of experience in law firms, government, and industry. Formerly with Airbus Americas, Jan drafted billion dollar contracts for the sale/lease of aircraft. Jan is a seasoned business manager, having been both counsel and COO for a holding group and stepping in to manage a large factory. Jan handled asset acquisition, employee disputes, and executive compensation.
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Adam H.

Adam Hopkins

Adam concentrates his practice on providing high-quality legal services on a variety of areas including corporate law, business transactions, estate planning, and residential real estate. He is a regular contributor to many industry-focused blogs and online journals. Before establishing his firm, AHopLaw, he practiced as an attorney for mid-size firms in Boston and worked for a company in DC.
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Perri M.

Perri Melnick

2 reviews
Big Law trained, in-house experienced. With more than 15 years of experience, my practice is focused on advising small businesses, start-ups, physicians, and other health c... read more
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David Y.

David Yamaguchi

140 reviews
Startups and small businesses sometimes need someone who can deal with complex transactions on an international playing field. David Yamaguchi specializes in content hosting issues and intellectual property. He concentrates his practice in the United States, Asia, India, and Europe. Whether you are a business giant or a startup, Mr. Yamaguchi can provide legal advice that fits your needs.
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Mohamad B.

Mohamad Bazzi

Since Mohamad Bazzi has firsthand experience with the immigration process, he knows the importance of each and every case. Specializing in all immigration matters, Bazzi fights for all kinds of immigrant rights. What sets the Bazzi law firm apart from the rest is the recognition they have received, the dedication they have to their practice, the experience they are able to share with their clients, and being all around compassionate people.
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Kevin B.

Kevin Barbour

Kevin Barbour focuses on all business-related legal matters and has been providing legal services to corporate clients in California for the last four years. He obtained his legal degree from the Loyola Law Suchool. Kevin also has an MBA in business management. He primarily focuses on assisting start up businesses with their legal issues. Kevin has extensive experience in commercial contracts, employment law and general business operations.
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Nikki J.

Nikki Johnson-Huston

Nikki Johnson-Huston is a Philadelphia-based commercial litigator specializing in tax and business law with extensive experience in Philadelphia city taxes. She holds a J.D. and an LL.M. in Taxation from Temple University Beasley School of Law and also has an M.B.A. from Temple University. Nikki is passionate about nonprofit causes and has spoken widely about her own experiences overcoming adversity to become a successful attorney and community leader.
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Why use UpCounsel to form your LLC in Minnesota?

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Why use UpCounsel to form an LLC in Minnesota

Starting an LLC in Minnesota with a business startup attorney on UpCounsel is easy, informative, and cost-effective. In just three simple steps, our LLC attorneys will help you protect your business and personal assets, and help you organize your business for state and federal compliance for limited liability companies.

When forming an LLC in Minnesota with UpCounsel, the attorney you choose to help you will conduct a business name search for your Minnesota LLC and assist you in preparing your LLC Operating Agreement, along with providing other legal services based on your needs. Once your Articles of Organization have been prepared and successfully filed with the Minnesota Secretary of State, your Minnesota LLC has been formed and begins its existence as a Corporation entity.

Requirements for Forming a Minnesota LLC

Choosing a Company Name for Your LLC

One of the first steps in the process of forming your Minnesota Limited Liability Company is to choose your business name.

The business name that you choose must contain the words "limited liability company" or the abbreviation "LLC" or "L.L.C." as the last words in the name of the limited liability company. A professional LLC must contain the words "professional limited liability company" or the abbreviations "P.L.L.C.", "P.L.C.", "PLLC", or "PLC." The words "limited" and "company" may be abbreviated to "Ltd." and "Co.", respectively.

It must be distinguishable (not the same as or deceptively similar to) the name of an Minnesota Limited Liability Company or foreign LLC reserved or registered and the words "Bank", "Banc", and "Bancorp", must be for a company that is a bank and must be approved by the Department of Banking.

Your LLC name may contain the name of one or more members.

By using UpCounsel, you can choose several business names in order of preference. Your attorney of choice can then conduct a name check for your Minnesota Limited Liability Company before filing to see which names are available. Once you have chosen an available name, your chosen LLC attorney can help you properly register your name with the State of Minnesota.

Articles of Organization: When forming an LLC in Minnesota, the Articles of Organization must be filed with the Minnesota Secretary of State. Minnesota state law requires that certain information be included in your Articles of Organization when forming your Minnesota LLC.

This information must include:

  1. The LLC's name and address.
  2. The LLC's duration.
  3. The LLC's registered agent's name, address, and signature (accepting the position).
  4. The name and address of at least one organizer for the LLC.

Additionally, a Minnesota LLC formation generally requires inclusion and/or consideration of the following:

LLC Operating Agreement: Although the LLC Operating Agreement is not required with the Articles of Organization, it is a good idea for every LLC with more than one member to have one. The Articles of Organization may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. Minnesota recognizes operating agreements as governing documents.

Membership: A limited liability company must have one or more members.

Eligibility Requirements: A natural person or an entity.

Procedure for Membership: The member may acquire an interest in the LLC directly from the limited liability company at the time of formation and, after formation, at the time provided in and upon compliance with the Articles of Organization or the operating agreement or, if not provided, only upon the vote of a majority in interest of the LLC members, excluding the vote of the person acquiring the membership interest, and only when the person becomes a party to the LLC's operating agreement.

Business Licenses: Business licenses and/or permits are required for most LLC's offering specific professional services. Contact the Minnesota Secretary of State for specific licenses.

Resident Agent needed for a Minnesota LLC

Remember every Minnesota LLC must have a registered agent in the state, which is the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit. The statutory agent must be a Minnesota full-time resident or business entity registered with the Minnesota Secretary of State. Your LLC cannot serve as its own agent.

Minnesota Secretary of State

Once you create an LLC in Minnesota, the Minnesota Secretary of State will require that certain recurring responsibilities and duties be fulfilled. The most important of these are explained below.

Once you create an LLC in Minnesota, the Minnesota Secretary of State will require that certain recurring responsibilities and duties be fulfilled. The most important of these are explained below.

For further information, contact the Minnesota Secretary of State.

Recurring Responsibilities and Duties for Minnesota LLCs

Annual Renewal: Minnesota requires LLCs to file an Annual Renewal before December 31st of each year. There is no filing fee, but the LLC must be in good active standing with the state.

Records: Each Minnesota LLC must keep complete Corporation records open to inspection at its principal office.

Filing Fees for a Minnesota LLC

The processing fee for the Articles of Organization is generally about $135 but may be expedited online for $155. Also, the filing and reservation of the LLC's name is $45. These fees can change so it would be best to check with the Minnesota Secretary of State on what the latest fees are. You may pay these fees in many different forms including cash, check, money orders, or debit and credit cards.

Taxes for a Minnesota LLC

A Minnesota LLC is not required to be a separate tax entity like a corporation; instead, it can be considered a "pass-through entity", so that the owners of the LLC report business losses or profits on their personal tax returns, just like in a partnership.

Minnesota state law follows federal law for income tax purposes. Therefore if the LLC is classified as an association taxable as a corporation for federal income tax purposes, so will it be taxable as a corporation for state tax purposes.

Federal Income Tax: Unless you elect to tax the limited liability company as a corporation, the IRS will treat a single-member LLC in Minnesota as a sole proprietorship for tax purposes. This means that the LLC itself does not have to pay taxes or file a tax return. Unless you elect to tax the Limited Liability Company as a corporation, the IRS treats multi-member LLCs as partnerships for tax purposes. This means that LLC owners will each need to pay taxes on their lawful share of the profits on their personal income tax returns, not just on the LLC itself.

Federal Tax Identification Number: Your LLC will need to obtain a federal tax identification number, which is also known as an Employment Identification Number (EIN). An EIN is similar to an individual's social security number. You will need an EIN for your LLC as long as there is one member, even if the LLC does not have employees. For certain tax filing requirements the attorney you choose on UpCounsel can help prepare your Federal Tax ID Application, if you have not done so already.

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