Minnesota PLLC: The Professional Firm Election, Naming Rules and Board Approval

If you are a licensed professional who wants a practice structure with liability protection, you have probably searched for a minnesota pllc or a minnesota professional llc. Minnesota does not have a form by that name. A professional firm forms a regular limited liability company and elects to operate under Minnesota's professional firm law, chapter 319B. The election is made inside the Articles of Organization filed with the Minnesota Secretary of State. This guide covers how the election works, the naming rules, what filing costs, and the approvals you may need from your licensing board.

This guide assumes your profession is licensed in Minnesota and that you have already decided to form an entity. If you are still choosing between an LLC and a corporation, read the tax section before you file.

How the professional firm election works

There is no separate PLLC filing in Minnesota. The election lives in the Articles of Organization under Minnesota Statutes, Chapter 322C, the same document every LLC files. Under Minn. Stat. 319B.03 subd. 2, the Articles must do three things:

1. State that the company elects to be a professional firm under chapter 319B.
2. Acknowledge that the company is subject to chapter 319B.
3. List the professional service categories the firm will provide.

Treat all three as required wording, not optional language. The categories you list are the legal basis for the election, so list only services your licenses actually cover.

Which professions qualify

The categories in Minn. Stat. 319B.02 subd. 19 include medicine, physician assistants, chiropractic, nursing, optometry, psychology, social work, marriage and family therapy, professional counseling, dentistry, pharmacy, podiatry, veterinary medicine, architecture and engineering and surveying, and accountancy and law.

Read the current text of 319B.02 subd. 19 yourself before you file. Confirm that your profession appears in it, and confirm that your specific license category fits. A category on the list does not by itself mean your licensing board will accept a firm in that category. See the board section below.

Naming rules for a professional firm

Under Minn. Stat. 319B.05, the firm name must end in one of these endings:

Acceptable ending	Example name
Professional Limited Liability Company	Northstar Family Counseling Professional Limited Liability Company
Limited Liability Company	Northstar Family Counseling Limited Liability Company
P.L.L.C.	Northstar Family Counseling, P.L.L.C.
P.L.C.	Northstar Family Counseling, P.L.C.
L.L.C.	Northstar Family Counseling, L.L.C.

Three more rules apply:

• The name may not imply that the firm is superior to others in its field.
• The name must be distinguishable on Secretary of State records from every domestic LLC, LLP, corporation and limited partnership already on file, authorized, registered or reserved in Minnesota. The distinguishability rule for LLCs is written in Minn. Stat. 322C.0108.
• If you want to hold a name while you prepare the filing, a name reservation costs $55 and lasts 12 months. It can be renewed for additional 12 month periods. The form is at the Secretary of State name reservation form.

Search the existing records at the Minnesota Business Search before you settle on a name. A near-match can block the filing, and you do not want to learn that after you have paid.

Filing fee and how to file

The Articles of Organization cost $155 if you file online or in person. Those filings are expedited, and the fee pays for that. A mail filing costs $135 and is not expedited. The Secretary of State fee schedule has no separate PLLC line, so the professional firm election is filed at the regular LLC fee. The office does not publish a guaranteed turnaround in business days, so plan for the timing with that in mind.

File through Business Filings Online, the Minnesota Business and Lien System, at mblsportal.sos.mn.gov, or through the main Secretary of State site at sos.mn.gov.

Two other points on the Articles:

• Registered office. Minnesota requires a registered office, not a registered agent. It must be a Minnesota street address. A PO box by itself is not accepted. It does not have to match your principal place of business. Under Minn. Stat. 322C.0113, naming a registered agent is optional for a domestic entity.
• No publication. Forming an LLC or professional LLC does not require publishing a notice. Publication applies only to assumed names, covered below.

Corporations and the professional corporation search

Many people search for a minnesota professional corporation. A corporation is formed with Articles of Incorporation under Chapter 302A, and the filing fee is also $155. The corporation franchise tax is a flat 9.8 percent for C corporations.

Whether a corporation can make the chapter 319B professional election for your profession is a separate question. Put it to your licensing board and an attorney before you choose a structure. Do not assume the LLC answer carries over to a corporation.

Board approval and licensing

Whether a particular license requires or allows a professional firm, and whether any board approval is needed, must be checked with that licensing board. This guide does not state a board rule as settled, because board rules differ by profession. When you call or write the board, ask:

• Does the board accept a professional firm as the licensee, or must each professional hold the license individually?
• Who may be an owner or member of a firm that offers the service?
• Must the board approve the firm, or be notified, before filing, when the firm is formed, or when ownership changes?
• Are there practice-name rules that apply on top of the chapter 319B naming rules?

Get the answers in writing where you can. A board answer you can point to protects you if a question comes up later.

Minnesota has no general business license

Minnesota does not issue a general statewide business license. Licensing is by trade or activity, through agencies such as the Department of Labor and Industry, the Minnesota Department of Health, the Minnesota Department of Agriculture, the Alcohol and Gambling Enforcement Division, the Office of Cannabis Management, the Department of Children, Youth, and Families, MnDOT, the Driver and Vehicle Services division and the professional licensing boards. Search by activity at License Minnesota.

Two registrations that people often confuse with licenses:

• Filing the entity with the Secretary of State is a filing, not a license.
• Registering with the Department of Revenue for a Minnesota Tax ID and a sales and use tax account is a tax registration, not a license. It is required before you make taxable sales.

Local licenses and zoning

Local rules apply on top of state rules. Minnesota has 87 counties, about 853 cities and about 1,780 townships. Minneapolis and St. Paul each license by category, and neither issues a general business license. A home office can trigger zoning rules in your city or township, so check with your local government before you sign a lease or start seeing clients from home.

Taxes

How the firm is taxed depends on how it files federally.

• Partnership or disregarded entity (the usual case). The firm passes income through to its owners, who pay Minnesota individual income tax. The brackets are 5.35, 6.80, 7.85 and 9.85 percent. Minnesota has no separate LLC franchise tax.
• C corporation. An LLC that files federally as a C corporation pays the 9.8 percent corporation franchise tax.
• Minimum fee. Under Minn. Stat. 290.0922, a minimum fee applies to C corporations, S corporations and partnerships. A single-member LLC that reports only on the member's individual return is exempt. For 2026 the fee is $0 below 1,280,000 dollars of Minnesota property, payroll and sales, rising in brackets to 12,830 dollars at 51,280,000 dollars and above.

If your services are taxable, you need a sales tax account. The state sales tax rate is 6.875 percent, with local taxes on top. Many professional services are not sales taxable, but do not assume that. Confirm with the Department of Revenue at revenue.state.mn.us.

Keeping the firm in good standing

The yearly filing is the Annual Renewal. It is due December 31 every calendar year and costs $0 if the entity is active and in good standing. If you miss December 31, the LLC is terminated or revoked without further notice under Minn. Stat. 322C.0705. Reinstatement costs $65 by mail or $85 online or in person, on the current Secretary of State fee schedule.

Put December 31 on your calendar the day the Articles are filed. The fee is zero, so the only cost of a miss is the reinstatement fee and the disruption to your practice.

Assumed names (DBAs)

If the firm practices under a name other than its legal name, file a Certificate of Assumed Name under Minnesota Statutes, Chapter 333, with the Secretary of State, Business Services. 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 make the certificate invalid. The certificate must be renewed annually at no charge. Start at the Secretary of State assumed name page.

Checklist before you file

1. Confirm your profession is in the Minn. Stat. 319B.02 subd. 19 category list.
2. Ask your licensing board whether it accepts a professional firm and whether it requires approval or notice. Get the answer in writing.
3. Search the name in Minnesota Business Search and reserve it if needed ($55, 12 months).
4. Draft the Articles with the chapter 319B election, the acknowledgment and the service categories.
5. Name a Minnesota street address as the registered office.
6. File online or in person for $155, or by mail for $135, and calendar December 31 for the Annual Renewal.
7. Register with the Department of Revenue if you will make taxable sales, and file a DBA if you need one.

Disclaimer: This guide is general information, not legal or tax advice. Professional licensing rules, board requirements and tax treatment depend on your profession and your specific facts. Talk with a Minnesota attorney, a CPA and your licensing board before you form or convert a practice.