Key Takeaways

  • Minnesota LLCs must file an annual renewal with the Secretary of State by December 31 each year to remain active.
  • Renewals can be filed online (immediate processing) or by mail (4–7 days processing).
  • No fee applies if filed on time, but a $25 (mail) or $45 (online) fee is charged for reinstating an administratively dissolved LLC.
  • Missing the deadline causes administrative dissolution of the LLC, though reinstatement is possible.
  • Required renewal information includes the LLC file number, registered agent details, business address, and chief manager information.
  • Filing early in the year helps avoid last-minute administrative issues or loss of good standing.

The MN Secretary of State Business Renewal for LLCs must get filed by December 31st each year for an LLC to remain in good standing with the state. For most jurisdictions, the Business Renewal, or what Minnesota calls the “LLC Annual Renewal,” is referred to as the "Annual Report." Although its name may be different, it serves the same purpose as it does in all other states. 

Two Ways to File Your Annual Renewal

You have two filing options—either online or through the mail. Although you can choose the method that will serve you best, the encouragement is for more businesses to file online. The reasons are that it allows for a faster processing time, and it is more straightforward to complete. When you submit through the mail, it can take anywhere from four to seven days to process, whereas, the online filing has an immediate turnaround time.

Online Filing vs. Mail Filing: Key Differences

While both online and mail filing methods are accepted, they differ in convenience and processing speed. Online filing allows business owners to submit their MN LLC renewal instantly, with immediate confirmation. This is especially beneficial if your LLC is approaching the December 31 deadline. Mail-in submissions, on the other hand, take 4–7 business days for processing and require printing, signing, and mailing the form to the Secretary of State’s office.

Additionally, online filing reduces the risk of errors since the system can automatically check for missing information. For businesses looking to keep clear digital records, the online system also generates confirmation receipts, which can be stored electronically for compliance tracking.

Does Filing for LLC Business Renewal Cost Anything?

Providing your company is in good standing, there is no required fee for the Annual Renewal. On the other hand, if you did not renew your LLC previously and as a result have been shut down or dissolved administratively by the state, you must remit a filing fee of $25 for a mailed submission, or $45 to submit the online form. Once your payment is received, and after the appropriate processing time for your chosen filing method, your LLC will be reinstated. 

Late Filing and Reinstatement Costs

If your LLC is administratively dissolved due to failure to renew on time, Minnesota law requires you to pay a reinstatement fee to bring the company back into good standing. The fee is $25 for a mailed reinstatement and $45 for online reinstatement.To reinstate, you must file both the missed renewal and the reinstatement application. Once processed, your LLC regains its active status, though any contracts or business activities conducted while dissolved may have been at risk.

For this reason, business owners should prioritize timely filings and keep multiple reminders in place throughout the year.

What Happens If You Do Not Renew?

If you do not have your Annual Renewal submitted by December 31st, your LLC's administrative functionality will get terminated. A year following the approval of your limited liability company, you must begin compliance filing annually for business renewal. So for some businesses, this could mean being shut down by the state after being in operation for only one year by missing the deadline. For other companies, it could happen any given year, if the Office of the Secretary of State does not get a submitted form in time. 

In the fall of each year, the Minnesota Secretary of State, through either emails or mailed postcards addressed to your Minnesota LLC Registered Agent, sends out reminders prompting you to file. However, to avoid the risk of getting dissolved administratively by the state of Minnesota for failure to comply, it is advisable to submit at earlier times of the year, perhaps as soon as January 1st, to ensure your LLC remains in good standing.

Consequences of Administrative Dissolution

Failure to file your MN LLC renewal by December 31 results in administrative dissolution of your company. When this happens:

  • The LLC loses its good standing status with the state.
  • It no longer has the legal authority to conduct business in Minnesota.
  • Third parties may view your company as less trustworthy, potentially affecting contracts or financing opportunities.
  • You risk personal liability if you continue operating without a reinstated LLC.

While reinstatement is possible, it may cause unnecessary disruption to business operations. To avoid these complications, many companies set internal compliance systems or designate their registered agent to manage the renewal process.

Information Required to Complete the Mail-in Annual Renewal 

If you decide to mail in your Annual Renewal form, there is a printable PDF version available for download by visiting the website for the Office of the Minnesota Secretary of State at http://www.sos.state.mn.us/media/1569/llcdomesticforeignrenewal.pdf. 

Once you have printed out the form, using only a black or blue pen, fill it out it completely and sign. You can also use the computer to type in the information and then print out the filled form to sign and mail. The PDF is for mailing and cannot be submitted online. When printing out the document, make sure you use regular, 8.5" x 11" white paper.

On the form, give the following details: 

  • Provide your LLC's File Number, which you can locate from your original LLC approval paperwork.
  • Your “Home Jurisdiction” refers to the state where your LLC got organized, and you will enter "Minnesota" in this section.
  • The full name of your LLC goes on the first line where the form reads “Business Name,” meaning you must include the designator, such as "Limited Liability Company,” “L.L.C.,” “LLC,” and so forth as well.
  • Leave the “Alternate Name” field blank, unless your LLC is foreign, which would mean your company is from another state but registering in Minnesota.
  • The “Office Address” and “Registered Agent” boxes should get filled with a physical street address—not a P.O. Box—and the full name of your Minnesota Registered Agent. If your company's Registered Agent is another business, the company must be authorized to conduct business in Minnesota. Otherwise, if your agent is a person, he or she needs to be a resident of the state.
  • Either the address of your Registered Agent, an office address, or your residential address can be put down for the “Principal Executive Office Address.”
  • The “Chief Manager” portion must get filled with a name and address of the person who handles the responsibility of running the business from day-to-day.

Tips for Filing Early and Staying Compliant

Although the deadline is December 31, filing earlier in the year helps minimize risk. The Minnesota Secretary of State typically sends out reminders in the fall, but these may not always reach the right person if your registered agent or business address has changed.

Best practices include:

  • Filing as early as January 1 to avoid last-minute issues.
  • Updating your registered agent and business address promptly to ensure renewal notices are delivered.
  • Keeping a digital record of your filing confirmation to demonstrate compliance in case of a dispute.

Being proactive about MN LLC renewal not only protects your company from dissolution but also strengthens credibility with lenders, partners, and clients.

Frequently Asked Questions

  1. When is the MN LLC renewal due?
    The renewal is due every year by December 31 to maintain your LLC’s good standing.
  2. Is there a fee for filing an MN LLC renewal?
    No, filing is free if submitted on time. Fees apply only for reinstating dissolved LLCs.
  3. How can I file my MN LLC renewal?
    You can file online for instant processing or by mail, which takes 4–7 business days.
  4. What happens if I miss the deadline?
    Your LLC will be administratively dissolved, losing its authority to conduct business until reinstated.
  5. Can I reinstate a dissolved LLC in Minnesota?
    Yes, by paying $25 (mail) or $45 (online) and filing the required reinstatement paperwork.

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