Minnesota Annual Renewal: Free, Due December 31, and What Missing It Costs
Minnesota Annual Renewal: Free, Due December 31, and What Missing It Costs
Every Minnesota LLC and corporation has one recurring filing with the Secretary of State, the Annual Renewal. Owners searching for a minnesota annual report often expect a fee and a deadline like the ones in other states. For a domestic LLC or corporation, the filing itself costs $0. The December 31 deadline is where the real cost comes from. A minnesota LLC annual report that is late can cost you good standing, and getting that status back costs money. This guide covers what the renewal asks for, what happens if you miss it, and what reinstatement costs.
The short answer: $0, due December 31
Minnesota calls the filing an Annual Renewal under Minnesota Statutes, Section 5.34. The core rules are:
- Fee: $0 for a domestic LLC or corporation that is active and in good standing.
- Due date: December 31 of every calendar year.
- First renewal: due December 31 of the calendar year after formation. An LLC formed in March 2025, for example, first renews by December 31, 2026.
- Where to file: Business Filings Online, the Minnesota Business and Lien System (MBLS), at mblsportal.sos.mn.gov. Confirm the filing options for your entity type on the Secretary of State website.
Does a minnesota annual report cost anything?
No. This is the most common wrong assumption. Several states charge yearly fees for a similar filing. Delaware, California and Nevada are examples of states with annual fees in the range of $50 to $800. An owner who moved a business from one of those states may expect a bill that never arrives and miss the deadline. Because there is no fee to pay, nothing prompts payment, so the December 31 deadline is yours to track. Put it on your calendar the day you form the entity.
What the renewal asks you to confirm
The renewal updates the details the state keeps on your entity. Under Section 5.34, you will confirm or correct:
- Registered office. Minnesota requires a registered office at a Minnesota street address. A PO box by itself is not accepted. The registered office does not have to match your principal place of business. A registered agent is optional for a domestic entity, but the registered office is required.
- Officer and principal office details. Confirm names, titles and the principal office address are current.
- Email for notices. This is the address the Secretary of State uses to contact you about the entity.
Review these details before you file, because the renewal is the point at which outdated information gets corrected.
What the renewal is not
The Annual Renewal is a filing. It is not a license and it is not a tax return. Minnesota has no general statewide business license. Licensing is handled by trade or activity, through agencies such as the Department of Labor and Industry, the Minnesota Department of Health, the Department of Agriculture, the Alcohol and Gambling Enforcement Division and the Office of Cannabis Management, along with local zoning and city licenses. Minneapolis and Saint Paul license by category and neither issues a general business license. To find the licenses that apply to your activity, search License Minnesota at mn.gov/elicense.
Registering with the Department of Revenue for a Minnesota tax ID is also not a license. You do need a Sales and Use Tax account before making taxable sales.
Tax filings are separate from the renewal
A renewal does not file or pay your taxes. How your entity is taxed depends on how it is classified for federal purposes:
- An LLC taxed as a partnership or disregarded entity passes income through to its owners, who pay Minnesota individual income tax at 5.35 to 9.85 percent.
- An LLC that files federally as a C corporation pays the 9.8 percent corporation franchise tax.
- Minnesota has no separate LLC franchise tax.
A minimum fee under Minnesota Statutes, Section 290.0922, applies to C corporations, S corporations and partnerships. Single member LLCs that report only on the member's individual return are exempt. For 2026, the minimum fee is $0 when Minnesota property, payroll and sales total less than $1,280,000. It rises in brackets to $12,830 at $51,280,000 and above. Confirm which bracket applies with the Minnesota Department of Revenue or with a CPA. If you sell taxable goods, the state sales tax rate is 6.875 percent, with local taxes on top.
What happens if you miss December 31
Missing the deadline costs you status, and getting status back costs money. The change is automatic:
- LLC: failure to file by December 31 results in termination or revocation of the LLC without further notice under Minnesota Statutes, Section 322C.0705.
- Corporation: failure to file by December 31 dissolves the corporation without further notice under Minnesota Statutes, Section 302A.821.
Without further notice means the state does not have to warn you before the status changes. A terminated or dissolved entity is no longer in good standing. Banks, lenders, landlords and buyers often check the Secretary of State business search, and that search will show the entity's status. Any contract or account that requires a good standing certificate will be affected until you reinstate.
What reinstatement costs
These amounts come from the Secretary of State fee schedule as captured in January 2026:
| Entity | Annual Renewal | Reinstatement by mail | Reinstatement online or in person |
|---|---|---|---|
| Domestic LLC | $0 | $65 | $85 |
| Domestic corporation | $0 | $65 | $85 |
| Foreign corporation | $115 by mail, $135 online | $540 | $560 |
| Foreign LLC | $0 | $65 | $85 |
The statute text for LLC reinstatement under Section 322C.0706 prints a lower figure than the current fee schedule. Confirm the amount on the Secretary of State site before you pay.
Two more rules affect how you file. An entity that has been inactive for more than six years cannot reinstate online, so it must use mail or an in person filing. The Secretary of State also does not publish a guaranteed turnaround time for filings, so do not schedule a closing or a deadline around a reinstatement date you have not confirmed.
Steps to get back in good standing
- Search your entity on the MBLS business search to confirm its current status.
- Confirm the reinstatement fee for your entity type and filing method on the Secretary of State website.
- File the reinstatement and pay the fee that applies to your filing method.
- Update the registered office, officer details and notice email in the same filing.
- Save the confirmation and search the entity again once the filing is processed to confirm it shows as active.
Other annual items to track
An assumed name, also called a DBA, is a separate filing. You file a Certificate of Assumed Name with the Secretary of State under Minnesota Statutes, Chapter 333. The fee is $50 online or in person or $30 by mail. After filing, the certificate must be published for two consecutive issues in the legal notices section of a qualified legal newspaper in the county of your principal place of business. Failure to publish may render the certificate invalid. The certificate must be renewed annually at no charge. LLC and corporation formation needs no publication, so do not confuse the two.
When to get professional help
A renewal filed on time rarely needs outside help. Talk to a qualified Minnesota attorney or CPA if your entity has already been terminated or dissolved while it holds contracts, property or debt, if you are unsure which minimum fee bracket applies, or if you have missed more than one year.
Official sources
- Minnesota Secretary of State: sos.mn.gov
- Business search and online filings (MBLS): mblsportal.sos.mn.gov/Business/Search
- Minnesota Department of Revenue: revenue.state.mn.us
Disclaimer: This guide is informational only. It is not legal or tax advice. Statutes, fees and filing rules change, and the figures above reflect the sources listed when this page was prepared. Confirm current amounts on the Secretary of State and Department of Revenue websites before you file or pay, and consult a qualified attorney or CPA about your situation.