Minnesota Certificate of Authority / Delaware LLCs

A Minnesota certificate of authority for a Delaware LLC

Delaware-formed LLCs that want a Minnesota certificate of authority pay $185 by mail or $205 online, and Delaware keeps charging its $400 yearly tax, which makes $585 for the first year with Minnesota filed by mail. Delaware offers two certificates of its own and Minnesota wants neither, so the only question about Delaware is whether the LLC is in order there.

Order my certificate

Two states, two ledgers

	Delaware	Minnesota
Yearly charge	$400 tax	$0 renewal
Deadline	June 1	December 31
Consequence of lateness	$200 penalty, with interest	Revocation, without a further notice
Proof of standing sold	$50 short, $175 long	None asked of an LLC
Original filing	Already made	$185 by mail, $205 online

The certificate you do not need

Delaware sells good standing certificates in a short version at $50 and a long version at $175. They are useful to banks and some other states. For Minnesota the LLC form has nothing to attach, and the signer's own certification takes the certificate's place. Spend that money elsewhere.

The certification that does need Delaware in order

That certification is only as strong as the Delaware record behind it. An LLC with an unpaid Delaware tax cannot make other filings there, a sign that its standing is in doubt. The cleaner course is to pay Delaware first and sign Minnesota second. A Delaware tax that is paid late brings $200 and interest, which only adds to the cost of waiting.

Completing the form for Delaware

Item 1 carries the name as Delaware holds it, and item 3 names Delaware. Items 4 and 5 are about Minnesota and the real business: a Minnesota agent with a street office, and the address where the work happens. Item 6 depends on whether Delaware law makes the LLC maintain an office there, in which case the Delaware address goes in; otherwise the line stays empty. Item 7 is signed by someone with authority.

Name changes in Minnesota

A name change made in Minnesota is an amendment to the certificate, not a new application. The amendment is $35 by mail or $55 online.

Different calendars

Delaware's tax falls due by June 1. Minnesota's renewal falls due by December 31. An LLC can therefore handle Delaware in early summer and Minnesota at the end of the year, with nothing pending in between. The Minnesota renewal is free for an active LLC but is still revoked if it is missed.

A Delaware rename

An LLC that renames itself in Delaware should tell Minnesota, since the home name is part of what the certificate records. If the new name is one that Minnesota will not accept, business in the state has to stop until an amended certificate issues. Amending runs $35 by mail, $55 online.

Example: a Delaware LLC with a Rochester clinic

A Delaware LLC leases rooms in Rochester for a small clinic. It confirms with Delaware that its tax is paid, retains a Rochester firm as agent, completes the Minnesota form with the Delaware name in item 1 and Delaware in item 3, and attaches the chapter 319B statement because the firm is a professional organization. The online fee is $205. Afterwards the LLC pays Delaware $400 each June 1 and files its Minnesota renewal each December.

The first-year bill

With Minnesota filed by mail, the first-year figure is $185 plus $400, together $585. Filing online adds $20. The Minnesota renewal contributes nothing. Our fee, $199, and any agent charge are on top.

From Delaware to a Minnesota certificate

Confirm the Delaware tax is paid
$400, due June 1.
Retain a Minnesota agent
A firm or person that maintains a street office here.
Complete the form
Delaware name, Delaware as jurisdiction, Minnesota agent.
Sign and file
$185 by mail or $205 online.
Diary both calendars
Delaware by June 1, Minnesota by December 31.

If the Delaware LLC dissolves

An LLC that dissolves in Delaware does not need a separate Minnesota application. The Delaware certificate of dissolution, filed with the Minnesota Secretary of State, counts as an application for withdrawal and ends the authority when filed. The Minnesota fee is avoided, but the filing has to be made.

Two agents or one

A Delaware LLC has a Delaware agent and needs a Minnesota agent as well. The same company can serve in both only if it has an office in each state and permission to operate in Minnesota.

Delaware sends its notice to the agent

Delaware mails the tax statement to the LLC in care of its registered agent at least 60 days before June 1. An LLC whose Delaware agent has lapsed or changed may therefore miss the statement.

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.

Delaware entity questions

Do I send Minnesota a Delaware certificate?

No. The form has the signer certify home-state compliance instead.

Can one agent cover both states?

Only if it has an office in Minnesota and permission to operate there.

Does the Minnesota certificate reduce Delaware tax?

No. Delaware's $400 tax is unaffected.

Start my Delaware LLC certificate

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