Minnesota LLC Formation

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Steven S.

Steven Stark

422 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

267 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

195 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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Aki E.

Aki Estrella

2 reviews
Aki Estrella is an attorney with 16 years of experience with privacy, business regulation, and technology. She has held positions as a business attorney and as a consumer p... read more
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John E.

John Espinosa

2 reviews
John Espinosa is an attorney at law with almost a decade of experience. He is licensed to practice law in Massachusetts and obtained his legal degree from the University of Michigan Law School. John primarily specializes in dealing with legal cases that involve in real estate law. He often represents start-up companies and entrepreneurs. Since December 2017, John has been serving as a counselor at Attorney James M. Sears LL.M in Taxation.
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Paige D.

Paige Dygert

2 reviews
I have a broad range of legal skills including transactions, contracts, licensing, corporate training, marketing material approvals, sweepstakes, digital media, regulatory ... read more
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Julia P.

Julia Park

Julia Park has three years of in-house legal experience working at the Children’s Hospital of Los Angeles. She served as in-house counsel to the top pediatric research center and hospital with over 5,000 employees. Her experience lies in IP licensing agreements, joint venture and partnership agreements, and a variety of other business contracts and service agreements. She is detail-oriented and is able to assist in business disputes and the development of business policies and procedures.
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Michael S.

Michael Smith

6 reviews
Michael’s practice primarily serves small businesses and he deals extensively with complex contract and licensing negotiations, particularly intellectual property licensing. In many cases, he is the general counsel overseeing the legal needs a growing company may have. He has also been involved with dispute resolution including mediation, arbitration, and litigation in state and federal courts.
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Russell G.

Russell Greenman

Russell Greenman is a corporate attorney with over a decade of experience. He primarily specializes in mergers and acquisitions, legal matters related to startup businesses, and commercial contracts. Russell is licensed to practice law in California and obtained his legal degree from the Benjamin N. Cardozo School of Law, Yeshiva University. Since April 2013, Russell has been serving as a partner attorney at Weinberg Gonser LLP.
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Anthony H.

Anthony Horgan

2 reviews
Anthony Horgan is an entrepreneurial corporate attorney who has been practicing law for the past 16 years. In addition to his experience as an attorney, Anthony is also a skilled businessman. Anthony has been licensed to practice law in California and obtained his degree in law from the Villanova University School of Law. He primary specializes in legal matters that involve securities and finances. Anthony has been serving as a partner at Reliance Law Group since September 2017.
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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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