Updated February 20, 2023
A Minnesota LLC operating agreement is a written legal document that governs the business relationships between members and their ownership. Therefore, the members can use the agreement to establish how they will share profits, expenses, and how the company will operate. After the agreement is signed, it is recommended to be kept by each member and is not filed with any government office.
By Type (2)
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 PDF, MS Word (.docx), OpenDocument
Multi-Member LLC Operating Agreement – For a company with multiple owners, to control their business relationships and the company’s internal affairs.
Download: Adobe PDF, MS Word (.docx), OpenDocument
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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:
- Domestic – Articles of Organization
- Online – scroll down to Create Online Account
- Adobe PDF (see instructions)
- Foreign – Certificate of Authority
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.
Laws
- Minnesota Revised Uniform Limited Liability Company Act – Chapter 322C
- Operating Agreement Statutes
- § 322C.0110 (Operating agreement; scope, function, and limitations)
- § 322C.0111 (Operating agreement; effect on limited liability company and persons becoming members; preformation agreement)
- § 322C.0112 (Operating agreement, effect on third parties and relationship to records effective on behalf of limited liability company)
“Operating Agreement” Definition
“Operating agreement” means the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in section 322C.0110, subdivision 1. The term includes the agreement as amended or restated.
Is an Operating Agreement REQUIRED in Minnesota?
No. Businesses in Minnesota are not required to implement an operating agreement.