Minnesota LLC Cost in 2026: $155 to File and $0 Annual Renewal
Minnesota LLC Cost in 2026: $155 to File and $0 Annual Renewal
Filing Articles of Organization for a Minnesota LLC costs $155 if you file online or in person, or $135 if you mail the paperwork. The Annual Renewal costs $0, but it must be filed every year by December 31. Those are the state fees for the entity itself. Most of the other money an LLC spends goes to items around the filing: a name reservation, an assumed name certificate, the tax minimum fee in some cases, and licenses for your trade.
This guide covers the LLC fee table only: what the Minnesota Secretary of State charges, what the Department of Revenue charges where it applies, and which figures you should confirm before you file. For the full startup budget beyond the LLC fee, see our startup cost guide. This article is informational content, not legal or tax advice. For anything more complex than a single owner or a small partnership, talk with a Minnesota business attorney or a CPA before you choose a structure.
The filing fee: Articles of Organization
The Secretary of State's formation document for an LLC is the Articles of Organization, filed under Minnesota Statutes, Chapter 322C. The fee depends on how you file:
- Online or in person: $155. The Secretary of State treats online and in person filings as expedited service, and that is what the higher price pays for. In person filing is by appointment.
- By mail: $135. Mail filings are processed without expediting.
The Secretary of State does not publish a guaranteed turnaround in business days on its filing forms, so do not plan a launch date around a specific processing window. File through Business Filings Online (the Minnesota Business and Lien System) at mblsportal.sos.mn.gov. The agency's main site is sos.mn.gov.
Name rules come before the fee
The name has to pass the Secretary of State's rules before you pay. It must contain the words “limited liability company” or the abbreviation “LLC.” It cannot contain “corporation” or “incorporated” or their abbreviations. It must also be distinguishable on state records from every domestic LLC, LLP, corporation and limited partnership on file, authorized, registered or reserved in Minnesota (Minn. Stat. 322C.0108). Search the business database yourself before filing. A web search that finds nothing does not prove the name is open.
If you need time to file, you can reserve a name for 12 months for $55. The reservation can be renewed for additional 12 month periods, and you should confirm the renewal charge on the Secretary of State fee schedule. The reservation form is at sos.mn.gov (name reservation form).
The annual renewal: $0, due December 31
The Annual Renewal costs nothing when the LLC is active and in good standing, but it is required. It is due December 31 every calendar year. The first renewal is due by December 31 of the calendar year after formation (Minn. Stat. 322C.0208). An LLC formed in October 2026 files its first renewal by December 31, 2027.
Missing the deadline is the expensive mistake. Under Minn. Stat. 322C.0705, an LLC that does not file by December 31 is terminated or revoked without further notice. Getting it back requires a reinstatement fee. The Secretary of State's current fee schedule lists $65 by mail or $85 online or in person. The statute text on reinstatement (Minn. Stat. 322C.0706) still shows $25, so confirm the figure on the Secretary of State fee schedule before you file a reinstatement.
Every LLC fee in one table
| Item | Cost | Notes |
|---|---|---|
| Articles of Organization, online or in person | $155 | Expedited; in person filing is by appointment |
| Articles of Organization, by mail | $135 | Not expedited |
| Annual Renewal | $0 | Due December 31 every year, starting the year after formation |
| Reinstatement after termination | $65 by mail, $85 online or in person | Per the Secretary of State fee schedule; confirm, because statute text shows $25 |
| Name reservation | $55 | 12 months, renewable in 12 month periods |
| Assumed name (DBA) certificate | $50 online or in person, $30 by mail | Separate filing; annual renewal is free; newspaper publication required |
| Minimum fee, Minn. Stat. 290.0922 | $0 below $1,280,000; $260 to $12,830 above that threshold | 2026 figures; applies to C corporations, S corporations and partnerships, including LLCs taxed as partnerships |
| Corporation franchise tax | 9.8 percent | Applies to an LLC that files federally as a C corporation |
| State sales tax | 6.875 percent | Local taxes are added on top |
Taxes that can add to the bill
Minnesota has no separate LLC franchise tax. What you pay depends on how the LLC is taxed for federal purposes:
- Taxed as a partnership or disregarded entity: income passes through to the owners, who pay the individual income tax. The rates are 5.35%, 6.80%, 7.85% and 9.85% in four brackets.
- Taxed as a C corporation: the entity pays the 9.8 percent corporation franchise tax.
A separate minimum fee under Minn. Stat. 290.0922 applies to C corporations, S corporations and partnerships, including LLCs taxed as partnerships. For 2026 it is $0 when the combined Minnesota property, payroll and sales total less than $1,280,000. Above that threshold, the fee rises in brackets from $260 to $12,830 at $51,280,000 and above. A single member LLC that reports only on the member's individual return is exempt. Confirm how the totals are measured on the Department of Revenue minimum fee page, because the figures are specific to Minnesota activity.
Example: a two member LLC taxed as a partnership with $900,000 of combined Minnesota property, payroll and sales owes no minimum fee for 2026, because the total is below $1,280,000.
If you will make taxable sales, register with the Department of Revenue before your first sale. The state sales tax rate is 6.875 percent, and local taxes are added on top. Start the registration through the Department of Revenue's New Business Registration e-service. The agency's main site is revenue.state.mn.us. Tax registration is not a business license.
Registered office, not registered agent
Minnesota requires a registered office, but a registered agent is optional for a domestic LLC (Minn. Stat. 322C.0113). The registered office must be a Minnesota street address, and a PO box by itself is not accepted. It does not have to match your principal place of business. A commercial registered agent service is a private charge set by the provider, not a state fee, so get a written quote before you budget for one.
How a corporation compares
A corporation files Articles of Incorporation under Minnesota Statutes, Chapter 302A, at the same $155 filing fee, and it has the same $0 Annual Renewal due December 31. The differences show up in tax and in consequences. A C corporation pays the 9.8 percent corporation franchise tax, and failing to file by December 31 dissolves the corporation without further notice under Minn. Stat. 302A.821. The current Secretary of State fee schedule lists reinstatement at $65 by mail or $85 online or in person. Check the fee schedule before you pay.
Assumed names (DBAs) are a separate filing
An LLC name is not a DBA. If you will operate under any name other than the exact LLC name, you need a Certificate of Assumed Name filed 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 where the principal place of business is located. Failure to publish may render the certificate invalid. The newspaper sets its publication charge, so ask for a quote before you file. The certificate renews annually at no charge. Forming the LLC itself requires no publication. The DBA form and details are at sos.mn.gov (assumed name and DBA).
Licenses are a separate cost from the LLC
Minnesota has no general statewide business license. Filing Articles of Organization is a filing with the Secretary of State, not a license, and the tax registration with the Department of Revenue is not a license either. Licensing is by trade or activity. Depending on what you do, the agency may be the Department of Labor and Industry, the Minnesota Department of Health, the Department of Agriculture, the Alcohol and Gambling Enforcement Division, the Office of Cannabis Management, the Department of Children, Youth, and Families, MnDOT, Driver and Vehicle Services, or a professional licensing board.
Local rules add another layer. Minneapolis and St. Paul license by category, and neither issues a general business license. Minnesota has 87 counties, about 853 cities and about 1,780 townships, and zoning and local licensing vary by location. Browse by topic, agency or an A to Z index on License Minnesota at mn.gov/elicense. This guide does not state license fees. Confirm each license fee on the issuing agency's page.
What the state charges in three common setups
- Single member LLC, filed online, no name reservation, no DBA: $155 at formation and $0 for the first Annual Renewal. No minimum fee applies to a single member LLC that reports only on the owner's individual return. The owner pays personal income tax on profit.
- Same LLC with a name reserved first: add $55 for the 12 month reservation, then the $155 filing fee when you are ready to file.
- Same LLC operating under a trade name: add $50 for the online or in person DBA certificate, plus the newspaper publication charge, which the newspaper sets.
Common cost mistakes
- Mailing to save $20 and then waiting. Mail filings are not expedited, and the Secretary of State publishes no guaranteed turnaround. If your launch date is fixed, the $20 difference may not be worth the delay.
- Forgetting the December 31 renewal. The renewal costs $0, but a missed deadline leads to termination and a reinstatement fee.
- Using a PO box as the registered office. A Minnesota street address is required.
- Operating under a DBA without publishing it. Failure to publish may render the certificate invalid.
- Using “Corporation” or “Incorporated” in an LLC name. The name will not be accepted.
Next steps
- Search the Secretary of State business database for your proposed name, and reserve it for $55 if you need time.
- Decide whether the LLC will be taxed as a partnership, disregarded entity or C corporation, since that determines your tax exposure.
- Name a Minnesota street address as the registered office, and decide whether to use a registered agent service.
- File the Articles of Organization online or in person for $155, or by mail for $135.
- Register with the Department of Revenue before any taxable sale.
- Identify any licenses for your trade on License Minnesota, and confirm each fee with the issuing agency.
- Calendar December 31 every year for the Annual Renewal.
Confirm the current figures on the Secretary of State and Department of Revenue websites before you file, since fees and thresholds can change. For a structure decision, a tax question or a multi-owner agreement, consult a qualified Minnesota attorney or CPA. This article is informational only and is not legal or tax advice.