Minnesota LLC: $155 to Form + $0/yr (Free Annual Renewal)

Annual Renewal — FREE, Due December 31

One of Minnesota's most attractive features for LLC owners is that the Annual Renewal is completely free. There is no filing fee. You simply need to confirm that your LLC information is current and submit the renewal with the Minnesota Secretary of State by December 31 each year.

The Annual Renewal updates your business information on file with the Minnesota Secretary of State — principal office address, registered agent information, and management structure. Even if nothing has changed, you must submit the renewal to maintain good standing. The good news: since it's free, there's no reason not to file.

Filing the Annual Renewal online takes only a few minutes. Log into the Secretary of State's Business Filing System, locate your LLC, and confirm or update your information. You will receive immediate confirmation of filing. For a step-by-step walkthrough, see our Minnesota LLC annual renewal guide.

If you fail to file by December 31, the Minnesota Secretary of State administratively dissolves your LLC on January 1 of the following year. A dissolved LLC cannot legally transact business, enter contracts, or maintain its liability protection. To reinstate a dissolved LLC in Minnesota, you file a renewal for the current year and pay a reinstatement fee of $25 by mail or $45 in person or online. While there is no monetary late fee for the renewal itself (since it costs nothing), the consequences of dissolution can be severe and costly to correct.

Registered Agent Cost

Every Minnesota LLC must maintain a registered agent with a physical street address in Minnesota. The registered agent receives legal documents, service of process, and official state correspondence. If you hire a commercial registered agent service, typical pricing runs $100–$300 per year.

You can serve as your own registered agent if you are a Minnesota resident with a physical Minnesota address where you are available during normal business hours. This eliminates the annual cost but makes your personal address part of the public record with the Secretary of State. For business owners who value privacy or travel frequently, a professional registered agent service is often worth the cost.

Minnesota Taxes for LLCs

Minnesota does not impose a franchise tax, privilege tax, or any minimum entity-level tax on LLCs. However, LLC members must pay Minnesota individual income tax on their share of LLC profits. Minnesota's individual income tax rates are graduated from 5.35% to 9.85% — among the higher state income tax rates in the U.S.:

Tax year 2026 brackets per the Minnesota Department of Revenue. Income thresholds are adjusted for inflation each year; the rates themselves have not changed.

LLCs with employees must register with the Minnesota Department of Revenue for employer withholding tax and with the Department of Employment and Economic Development (DEED) for unemployment insurance tax. Active members also owe federal self-employment tax (15.3%) on their share of LLC earnings.

Foreign LLC Registration Fee

If your LLC was formed in another state but you conduct business in Minnesota, you must register as a foreign LLC by filing a Certificate of Authority with the Minnesota Secretary of State. The filing fee is $205 online or in person ($185 by mail). You will also need a Certificate of Good Standing from your home state (dated within 90 days) and a Minnesota registered agent designation. Our Minnesota foreign LLC registration guide walks through the full process.

After registration, your foreign LLC is subject to the same free Annual Renewal requirement by December 31 each year. Foreign LLCs that fail to maintain good standing may have their authority to do business in Minnesota revoked.

Total Cost Summary

Minnesota stands out as one of the most affordable states in the Midwest for ongoing LLC maintenance. With a one-time $155 formation fee and a completely free annual renewal, the state's share of your annual LLC costs is $0 after the first year (assuming you serve as your own registered agent). Compare this to states like California ($800 annual franchise tax), New York (annual fees plus publication requirements), or Tennessee ($300 annual report fee).

The primary tax consideration for Minnesota LLC owners is the state's relatively high individual income tax rates (up to 9.85%). While there is no LLC franchise tax, high-income members will pay meaningfully more in state income tax compared to states like Texas, Wyoming, or Nevada. For businesses with strong profitability, this should factor into your state of formation decision — though for businesses operating primarily in Minnesota, forming locally is typically the most practical approach.