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Minnesota LLC Operating Agreement Templates

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The Minnesota LLC operating agreement is a written legal document that governs the business relationships between LLC owners and the members of the LLC. Thus, owners can use the agreement to establish how they will share in profits and losses, how they will manage an owner leaving the company, and related matters. These agreements also cover the rights and duties of managers, the conduct of the company’s activities, and more.

LawsChapter 322C (Minnesota Revised Limited Liability Company)

Operating Agreement Laws§ 322C.0110

State Definition – § 322 C.0102 Subd. 17

Table of Contents

By Type (2)

Multi-Member LLC Operating Agreement – For a company with multiple owners, to control their business relationships and the company’s internal affairs.

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Single-Member LLC Operating Agreement – For a company with only one owner, to establish the company’s general operations in writing and separate the owner’s personal property from the business’s obligations.

Download: Adobe PDFMS Word (.docx)OpenDocument



How to Form an LLC in Minnesota

Before filing an LLC in the State of Minnesota, it is recommended that you search for your business name in the Secretary of State’s Records to make certain that it is dissimilar to the name of any other entity registered in Minnesota. Continue onto the steps below once you have verified the availability of the name.

Step 1 – Elect a Registered Agent

A Registered Agent may be a person residing in the State or a business entity currently operating in the State. This individual/organization will receive the following on behalf of the LLC:

  • Annual state filings
  • Service or process notices
  • General correspondence

Step 2 – Select LLC Type

The type of LLC you file will be based on whether the company is being formed within the State or if it was initially formed in an outside jurisdiction. Choose your LLC type from the following options:

  • Domestic – New LLC being formed within Minnesota
  • Foreign – Preexisting LLC expanding into Minnesota

Step 3 – File for Registration

Registration documents may be submitted to the State in the following ways:

Step 4 – Pay the Fee

Filing fees vary between the type of LLC being filed and the chosen method of application. The requisite filing fees are:

  • Domestic
    • Online or in person – $155
    • *By mail – $135
  • Foreign
    • Online or in person – $205
    • *By mail – $185

*If applying by mail, make your payment out to the ‘MN Secretary of State’.

Step 5 – Submit your Documents

Online filers will officially submit their documents once their filing fee has been paid. Applications filed in person or by mail must be delivered to the following address:

Minnesota Secretary of State, Business Services, Retirement Systems of Minnesota Building, 60 Empire Drive, Suite 100, St Paul, MN 55103

Step 6 – Operating Agreement (not required)

LLC owners may use an operating agreement to govern the structure by which the company transacts business. The document states the rights and duties of the managing member(s) and sets forth the policies that each member must uphold. All relevant parties should review the document thoroughly before having it signed.

Step 7 – Employer Identification Number (EIN)

The Employer Identification Number, or EIN, is a nine-digit number that the IRS issues to businesses for the purpose of reporting taxes. Applying for an EIN is free and the entire process can be accomplished on the IRS Website. Alternatively, you may apply through the mail by submitting Adobe PDF Form SS-4.

(Video) How to Make an LLC in Minnesota

How to Write

Step 1 – In the header, enter the name of the company followed by the date. In the next section, choose single-member or multi-member, and enter the name of the company and “Minnesota” along with the single owner’s name and address. If it’s a multi-member company, enter the members’ names and addresses.

Step 2 – Section 1: Enter the company name and its primary street address.

Step 3 – Section 2: Write the date the Secretary of State accepted the LLC’s formation articles.

Step 4 – Section 5: If the company has multiple owners, enter each one’s capital investments here.

Step 5 – Section 6: After selecting the number of members, enter the percentage interest that corresponds with each owner, if you choose multi-member here.

Step 6 – Section 9: Designate the sole owner of the company as the only authority to act in its name, or if you select multi-member, enter the borrowing and lending limits they may take out on the company’s behalf.

Step 7 – Write the company name and date again in Section 12, and on the final page, date the agreement and enter the LLC’s name again, and have each member sign their names.