Minnesota LLC Operating Agreement
Generate a llc operating agreement tailored to Minnesota law. Our AI incorporates MN-specific statutory requirements, disclosure obligations, and legal standards into every document.
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Minnesota Legal Requirements
Key MN statutes and obligations that apply to your llc operating agreement.
Requirements
- Governed by the Minnesota Revised Uniform Limited Liability Company Act (Minn. Stat. § 322C.0101 et seq.)
- Articles of Organization filed with MN Secretary of State; filing fee $155 online ($135 by mail)
- Annual renewal required — $45 fee, due by December 31 of each year
- Registered agent with Minnesota street address required
- No publication requirement in Minnesota
- Operating agreement does not need to be filed but should be signed by all members
Restrictions & Limits
- MN LLC names must include 'Limited Liability Company,' 'LLC,' or 'L.L.C.'
- Professional LLCs require state board authorization
- Series LLCs are not specifically authorized in Minnesota's LLC Act
Official Statute References
Primary Minnesota statutes governing this document type.
Minnesota LLC Operating Agreement FAQ
Common questions about llc operating agreements under Minnesota law.
Does Minnesota require an LLC operating agreement?
Minnesota's LLC Act (Minn. Stat. § 322C.0105) does not require an operating agreement but allows members to adopt one. Without a written agreement, default statutory provisions govern — which may not align with member intentions for profit distributions, management, voting, or member exits. A written operating agreement is essential.
How much does it cost to form and maintain a Minnesota LLC?
The Minnesota Secretary of State charges $155 online ($135 by mail) to file Articles of Organization. The annual renewal fee is $45, due by December 31. Minnesota has a state income tax (up to 9.85% for individuals) — members pay tax on their pass-through share of LLC income.
What is Minnesota's LLC annual renewal requirement?
All Minnesota LLCs must file an Annual Renewal with the Secretary of State by December 31 of each year and pay the $45 fee. Failure to file results in the LLC being placed in default status. If the LLC remains in default for 60 days after December 31, it may be administratively dissolved.
Can a foreign LLC do business in Minnesota?
Yes. A foreign LLC must file a Certificate of Authority with the MN Secretary of State ($185 fee) before conducting business in Minnesota. It must maintain a registered agent in MN and file annual renewals. Unauthorized practice of business can subject the LLC to civil penalties.
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LLC Operating Agreement by State
Laws vary significantly by state. Find the right form for your location.
Disclaimer: LegalLawDocs.com provides self-help legal documents for informational purposes only. The documents and information on this site do not constitute legal advice and are not a substitute for consultation with a licensed attorney. Laws vary by state and change frequently — review your document with a qualified professional before relying on it.