Minnesota certificate of authority
The Minnesota certificate of authority, by entity type
The certificate costs $185 for an LLC by mail and $200 for a corporation. We prepare the right application for $199.
A Minnesota certificate of authority can be had for $185 as an LLC filing by mail, or $200 as a business corporation, and it is the paper that lets an entity formed elsewhere carry on business in Minnesota. The Secretary of State issues it on application; a nonprofit pays $50 and a limited partnership $100. We prepare whichever application fits for $199.
Included
Each entity, the right form
LLCs, corporations, nonprofits and partnerships follow different routes and prices.
No home paper to order
Minnesota asks the signer to certify home-state compliance on the LLC form, so no certificate has to be bought first.
Renewals explained
An LLC renews at $0, a corporation every year, a nonprofit not at all.
Prepared from answers
A short questionnaire becomes the completed application.
An agent in Minnesota
We can act as your Minnesota agent, or you can bring your own.
Real replies
A preparer answers questions about your entity type.
What you receive
- Certificate of authorityThe record that the entity may transact business in Minnesota.
- Agent entryOur name or yours as the Minnesota agent.
- Filed applicationThe application as submitted.
- Renewal noteWhether and when your entity type renews.
- LLC, corporation, nonprofit, LP
- No home-state certificate
- Minnesota agent available
Getting the certificate
Identify the entity type
LLC, business corporation, nonprofit, limited partnership or LLP.
Gather the home facts
Exact name, home jurisdiction, officers or managers, principal office.
Arrange the Minnesota agent
A person or authorized business with a street office in Minnesota.
We complete and submit the application
The state fee is $205 for an LLC online.
Receive the certificate
Online filers get the filed documents by email.
The certificate at a glance
- Paper
- Certificate of authority to transact business in Minnesota
- Issued by
- Minnesota Secretary of State, Business Services
- LLC route
- Foreign Limited Liability Company Certificate of Authority to Transact Business in Minnesota
- LLC fee
- $185 on paper, $205 online or at the counter
- Paper from home
- None; the LLC form has the signer certify home-state compliance
- Needed before
- Transacting business in Minnesota
- Kept by
- An annual renewal where the entity type requires one, and an agent at a Minnesota street office
- Lost by
- Revocation (an unpaid fee, an empty agent post, a skipped merger or name filing, or a missed renewal)
Which route each entity takes
| Entity | Application | Online | |
|---|---|---|---|
| Limited liability company | Foreign LLC certificate of authority, chapter 322C | $185 | $205 |
| Business corporation | Certificate of authority, chapter 303 | $200 | $220 |
| Nonprofit corporation | Certificate of authority, chapter 303 | $50 | $70 |
| Limited partnership | Certificate of authority, chapter 321 | $100 | $120 |
| Limited liability partnership | Statement of foreign qualification, chapter 323A | $135 | $155 |
An online or in-person filing is treated as expedited. Mail is handled in the order it arrives, and our orders go online. The guide by entity type takes each route in turn.
What the certificate is
For an LLC, section 322C.0804 describes the result: when the application meets the filing rules, the Secretary of State files it, prepares and signs the certificate of authority, and sends the filed image back. A corporation's certificate under section 303.08 gives the corporation's name and home state or country, together with a statement of its permission to transact business in Minnesota. In both cases the certificate is the entity's proof that it stands on legal footing in Minnesota.
What it permits and what it does not
The certificate permits business and nothing beyond it. The home state's law keeps control of internal governance and of member and manager liability, and a difference between the two states' laws is no reason for Minnesota to refuse the certificate. In the other direction, the certificate gives no power that a Minnesota LLC would lack. A professional firm still answers to the rules of its profession.
Why holding one matters
The practical weight of the certificate shows up in a courtroom. An LLC or corporation doing business in Minnesota without one cannot bring a suit in the state's courts until the certificate is in hand. Corporations also risk a penalty capped at $1,000, with a further cap of $100 per month. The penalty and revocation page gives the detail for each entity type.
What Minnesota charges the certificate holder
| Filing | LLC | Corporation |
|---|---|---|
| Original application, by mail | $185 | $200 |
| Annual renewal, by mail | $0 | $115 |
| Amendment, by mail | $35 | $50 |
| New registered agent or office, by mail | $35 | $50 |
| Withdrawal, by mail | $35 | $50 |
Online and in-person prices are higher by the amounts on the fees page.
No home-state paper for an LLC
A certificate invites a search for a matching home-state paper. An LLC has none to find: the heading on its form says that by filing, the company affirms that it kept to the organization law of its home. The sole attachment mentioned is the chapter 319B statement for professional organizations. A corporation's statute mentions a certificate of existence, and we find out whether a home-state certificate is wanted as we prepare any corporation filing.
The agent behind the certificate
No certificate stands without a registered agent. Every entity formed elsewhere needs one: a Minnesota resident, a company formed in Minnesota, or an outside company licensed to operate here, in each case running an office at the registered address. The entity cannot be its own agent. The agent page covers changes and resignation.
Keeping the certificate
Whether a renewal is needed, and what it costs, depends on the entity. An LLC renews every year by December 31 for $0. A corporation renews at $115 by mail. A foreign nonprofit has no renewal duty. Either way the registered agent has to stay in place, since a vacant agent post is its own ground for revocation. The renewal page sets the entity types side by side.
Leaving Minnesota
An entity that has finished in Minnesota surrenders the certificate by filing an application for withdrawal, $35 for an LLC by mail. In it the entity states that nothing it owns remains in Minnesota and that its business here has ended. The withdrawal page has the statements and the corporation version.
Delaware and Wyoming entities
The Minnesota application is the same for Delaware and Wyoming LLCs; what differs is the home-state bill. See the Delaware page and the Wyoming page for costs side by side.
Do you want help?
The page on applying yourself describes the do-it-yourself route. We contribute the entity-type check, the agent arrangement and the completed application, for $199 plus the state fee.
Reading the fee table
The table above carries two columns for a reason. Mail is the lowest-priced route for every entity. The online and in-person column costs the same $20 more on each original filing and is processed as expedited work. An entity that is in no hurry, and that has someone to post a check, can choose mail. An entity that wants an answer in days chooses online, and that is the route our orders use.
From order to certificate
The entity's facts come first, then the agent's agreement, then the signed application. After that, an online filing typically clears in 2 to 5 business days and the approved documents arrive by email. An entity that mails its application is handled first come, first served. The renewal page explains the first renewal.
Changes and endings by entity type
After the certificate, the other filings differ by entity. A limited partnership amends for $50 by mail, cancels for $50 and renews at $0. A limited liability partnership amends and cancels for $135 each and renews for $135 by mail or $155 online. A nonprofit amends, changes its agent and withdraws for $50 each by mail.
Where the filed paper goes
An online filing returns the filed documents by email. At the Saint Paul counter you leave with them. A mailed filing is returned to the check's address unless other return instructions come with it. Counter filings need an appointment and are completed during the visit. The LLC form has seven numbered items, and items 1, 3, 4 and 5 are required. Online and counter filings cost $20 more than mail on each original filing. Everything you put on the application is public record.
Three common misunderstandings
First, a certificate of authority is not a certificate of good standing. The first lets an outside entity operate in Minnesota; the second is a home-state record, and Minnesota asks for none from an LLC. Second, holding the certificate does not turn the entity into a Minnesota company. Its home law still governs its internal affairs. Third, the certificate is not permanent in the sense of needing nothing more. A missed renewal ends it, and an entity that leaves has to withdraw.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Our fee and the state's
Order my Minnesota certificate
$199
+ $205 state fee (LLC)
The state fee depends on the entity: $205 for an LLC, $220 for a corporation, $70 for a nonprofit, all online. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
- The right Minnesota application for your kind of entity, filled in for you
- Draft wording for the signer's home-state compliance statement
- A registered office and agent in Minnesota: ours, or yours
- Online submission and the issued certificate delivered to you
- Renewal: after the first year, the agent service renews at $149 a year
Basics of the certificate
What is a Minnesota certificate of authority?
It is the state's permission, issued to an entity formed elsewhere, to transact business in Minnesota.
Is a certificate of good standing needed?
Not for an LLC. The signer certifies home-state compliance on the form.
Which filing does an LLP use?
A statement of foreign qualification under chapter 323A.
Which entities renew?
LLCs, corporations and LLPs do. Nonprofits formed elsewhere do not, and limited partnerships renew at $0.
What does an LLC pay for one?
A filing by mail costs $185; online or at the counter, $205; our fee is extra at $199.
Do an LLC and a corporation use one application?
No. An LLC files under chapter 322C and a corporation under chapter 303, with different prices and renewals.
How long does a certificate last?
Until it is revoked or the entity withdraws, so long as renewals are made and an agent stays in place.
Can the entity serve as its own agent?
No, the agent has to be someone else with a Minnesota office.
Sources
- Minnesota Secretary of State business filing and certification fee schedule
- Minnesota foreign LLC certificate of authority form
- Minnesota LLC annual renewal form
- Minnesota Statutes 322C.0802, application for certificate of authority
- Minnesota Statutes 322C.0804, filing of the certificate of authority
- Minnesota Statutes 303.08, issuance of the certificate of authority
- Minnesota Statutes 322C.0801, law governing a foreign LLC
- Minnesota Statutes 322C.0808, effect of failure to have a certificate
- Minnesota Statutes 303.20, no suits and the penalty for an unlicensed foreign corporation
- Minnesota notice of change of registered office or registered agent
- Minnesota Statutes 5.36, registered agent for service of process
- Minnesota Statutes 322C.0807, withdrawal of a foreign LLC
- Minnesota Statutes 303.16, withdrawal from the state
- Minnesota Statutes 322C.0806, revocation of a certificate of authority
Know your entity type?
Tell us what the company is and where it was formed, and we start the right application.