Minnesota LLC Formation

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Steven S.

Steven Stark

316 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

221 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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Conor T.

Conor Teevan

147 reviews
Top-tier talent shouldn’t have to come with a top-tier fee. This is why Conor Teevan combines his top-tier expertise (Yale undergrad, Stanford Law) with affordability. Conor has represented Silicon Valley startups, real estate investors, artists creating companies, and even a child author in need of a book deal. Conor himself started a real estate company with holdings in five states.
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Patrick E.

Patrick Edwards

2 reviews
Patrick Edwards is an International Trade Advisor at Cassidy Levy Kent. In the past, he has been involved in a variety of trade proceedings including administrative reviews, agency investigations, and sunset reviews. Before joining Cassidy Levy Kent, Patrick worked as an international trade compliance specialist for the U.S. Department of Commerce.
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Skyla J.

Skyla Johnson

Skyla Johnson is a business law specialist and has been licensed to provide legal services to corporate clients in Texas for the past three years. She has experience in general business law, technology law and she is specialized in working with commercial contracts. Skyla obtained her legal degree from the Southern Illinois University School of Law. Since 2015, Skyla has been a commercial counselor at Armor Defense.
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Irene G.

Irene Gold

2 reviews
Irina's passion for helping others motivated her to become an attorney. She grew up in the Ukraine, earned her law degree in Philadelphia, and passed the California Bar Exam. Irena opened the Law Offices of Irina S. Puhachevsky to provide quality legal services for those less privileged. She also does pro bono work assisting low-income clients with their family law and estate planning issues.
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Constance M.

Constance Moylan

Constance Moylan is a rising attorney with a dedication to helping startup businesses and new entrepreneurs. Although she focuses on Internet and online businesses, she also has a strong background in the commercial real estate sector. Whether you need help drafting a contract or you need to have a document checked, Attorney Moylan will be there for you.
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Tanner L.

Tanner Lakey

Tanner Lakey is an attorney at law who serves corporate clients in Florida. He attended the St. Thomas University School of Law, where he obtained a J.D. in law after his graduation. Tanner specializes in trademark and copyright law. He has represented numerous corporate clients, including CoFit Inc and The 413 Lifestyle. Tanner has been serving as the legal affairs advisor at The Brewer Group since January 2017.
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Lloyd G.

Lloyd Gathings

Lloyd Gathings is experienced in different legal practice areas, including commercial contracts, intellectual property law and legal matters related to business law. He has over 41 years of experience and received his legal degree from the Samford University Cumberland School of Law. Lloyd is licensed to practice law in Alabama and Florida. He has been a senior partner at Gathings Law since January 1997. Prior to this position, Lloyd was a partner at Taylor & Gathings for three years.
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John W.

John Walter

John's experience ranges from advising technology startups to developing complex shareholder agreements. He has worked in corporate and merger and acquisition departments of one of the top law firms in Brazil. John is passionate about social entrepreneurship and is the author of the blog Banker’s Guide to Social Impact Bonds. His passion for law is largely influenced by his family of lawyers.
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Why use UpCounsel to form your LLC in Minnesota?

Confused by complicated questionnaires and government forms? Want to get your questions answered by a real attorney? UpCounsel provides personalized legal services with experienced attorneys to help form your Minnesota LLC the right way.
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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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