MN Secretary of State LLC

The MN Secretary of State LLC involves forming your Minnesota LLC, in which you will need to submit certain documentation to the MN Secretary of State Office. The MN Secretary of State website provides the following LLC forms:

• Articles of Organization

• Nonprofit Articles of Organization

• Amendment of Articles of Organization

• Annual Renewal Form

• Change of Registered Office/Agent

• Consent to Use of Name

• Articles of Conversion under Chapter 322C

• Statement of Dissolution (322C LLC)

• Statement of Termination (322C LLC)

• 322C Domestication

Articles of Organization

The Articles of Organization is required for all LLCs. It specifically details the business, its principal place of address, registered agent information, member (owner) names and addresses, along with how the LLC is going to be managed.

Non-Profit Articles of Organization

For those LLCs wishing to operate as a non-profit, and therefore be tax exempt under 501 (c) (3), the company must file this document specifically identifying the reasons as to why it should be tax exempt. There are additional requirements that must be met, which you can find on the IRS website.

Amendment of the Articles of Organization

If you need to amend the initial Articles of Organization, you will file an amended form. You will need to specify as to what is being amended or added, along with why it is being amended. Your LLC must be in good standing in order to amend.

Annual Renewal Form

You will need to annually renew your LLC, which is done by submitting the annual renewal form. There is no filing fee. As with amending, your LLC must be in good standing in order to annually renew. Also, if you are renewing but also amending, then you will need to file both documents.

Change of Registered Office/Agent

If you need to change your registered agent or the office of your agent, then you will need to fill out this form. Remember that,in the State of Minnesota, the registered office must be in the state. A P.O. Box cannot be used. The agent can be either a person or business residing in Minnesota or a foreign entity that is authorized to conduct business in the state.

Consent to Use of Name

This form is to be used if a conflict exists with the business name you are filing and an existing business name. If this is the case, the existing business must consent for you to use the same name. This form must be filed along with the original or amended articles of organization.

Articles of Conversion

You’ll need this form to convert your MN LLC to another type of business structure. This is done through Chapter 322C. You will need to file this form, along with the articles of organization for that new business structure.

LLC Statement of Dissolution

This form will not dissolve the LLC. Rather, this will put the MN Secretary of State on notice that your company is already dissolved. Moreover, in order to file this form, your company must have already been dissolved due to an event that is listed in Minnesota Statute 322C.0702.

LLC Statement of Termination

If you wish to terminate your LLC, you will file this form. This form is different than the above-mentioned form as the above form is used if your LLC is already dissolved, whereas this form is used to actually terminate the business.

322C Domestication

If you want to domesticate or change your LLC jurisdiction, you will file this form.

MN Secretary of State: Foreign LLC Documents

If you need to find foreign LLC documents on the MN Secretary of State website, you can find the Certificate of Authority to Transact Business in MN, Change of Registered Office/Agent, Withdrawal from Minnesota, and the Annual Renewal form. If you are a foreign LLC, be sure to choose the correct form as there are domestic LLC forms for the changing of a registered agent and annual renewal.

As a foreign LLC, in order to do business in the state, you will need to file a Certificate of Authority. As a foreign business, you will need a registered office/agent in Minnesota.

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