Minnesota Certificate of Authority / Needing one
Do you need a Minnesota certificate of authority?
An outside entity needs a Minnesota certificate of authority once it is transacting business in the state, and Minnesota marks the edges with a list of 8 activities that are not enough alone. Owning income-producing property in Minnesota is enough. The certificate costs $185 for an LLC by mail.
Five questions, in order
- Was the entity formed outside Minnesota? If it was formed here, no foreign certificate applies.
- Does it hold income-earning real or tangible personal property in Minnesota? If so, the LLC and partnership statutes count that alone as transacting business, unless the property arrived through an excluded activity.
- Does it do anything in Minnesota beyond the excluded list? The list is a minimum, not a boundary, so an activity that is not on it needs a closer look.
- Which entity type is it? An LLC, a corporation and a limited partnership each have their own list.
- Does a contract with a Minnesota resident need performing here? For a corporation, that contract or a tort against a resident makes the Secretary of State its agent for service.
The excluded activities by entity type
| Activity | LLC excludes it | Corporation excludes it | Limited partnership excludes it |
|---|---|---|---|
| Lawsuits and settlements | Yes | Yes | Yes |
| Internal meetings | Yes | Yes | Yes |
| Bank accounts | Yes | Yes | Yes |
| Own-securities transfer offices and trustees | Yes | Yes | Yes |
| Estate, trust and guardian property | Yes | Yes | No |
| Lending and taking security | Yes | Yes | Yes |
| Collecting debts and enforcing security interests | Yes | Yes | Yes |
| One deal done in 30 days | Yes | Yes | Yes |
| Selling through independent contractors | No | No | Yes |
| Taking orders that need acceptance elsewhere | No | No | Yes |
| Interstate commerce | No | No | Yes |
| Income property counts as business | Yes | See section 303.03 | Yes |
The LLC list has 8 items and the corporation list 8; the limited partnership list has 10. Each statute names activities that fall short alone, and each leaves room for further activities that fall short too.
What the word solely means
The LLC statute opens its list with the words not considered to be transacting business solely by reason of. The protection is therefore lost when a listed activity is combined with something else. A foreign LLC that holds a bank account and also staffs a Minnesota storefront has gone beyond the list. The corporate statute uses the same construction.
Tax and service of process are separate questions
The LLC statute says outright that its list has no bearing on which contacts bring an LLC within Minnesota's lawsuit, tax or regulatory reach. The corporate statute says the same about tax under sections 290.015 and 290.371. So a company can fall outside the registration rule and yet owe Minnesota tax, or the reverse. Registration answers one question only. Section 5.25 treats a foreign corporation that contracts with a Minnesota resident for performance here, or commits a tort here against a resident, as having named the Secretary of State to take service of process.
Situations that come up
The following are illustrations, not conclusions.
- A holding LLC with a Minnesota bank account. Bank accounts and internal meetings are on the list, so this alone does not call for a certificate.
- An out-of-state company that sues a Minnesota debtor. Suing and settling are on the list. But the company that is otherwise transacting business cannot bring the suit without a certificate.
- A company with employees working from Minnesota homes. Employees working from homes in Minnesota do not appear on the excluded list.
- A company renting out equipment it keeps in Minnesota. Income-producing tangible personal property is a named trigger.
- A lender holding a Minnesota mortgage. Lending and securing loans are on the list.
- A trust company acting as estate executor. Fiduciary property is on the LLC and corporate lists.
- A partnership that sells through independent sales reps. The limited partnership list names this specifically.
If you are unsure, here is the trade
Registering costs $185 by mail for an LLC or $200 for a corporation, plus the entity's renewal; online the figures are $205 and $220, which is $20 more than mail. Not registering risks losing the courthouse door and, for a corporation, a penalty ceiling of $1,000 with up to $100 more each month. The answer to the underlying question belongs to a Minnesota attorney, and we prepare the filing for $199 once the answer is yes.
Reading the corporation list
The corporation list in section 303.03 has eight items and reads much like the LLC list. It opens with a reminder that it sets no standard for activities that subject a corporation to Minnesota income tax or the reporting rule in section 290.371.
Revisiting the answer
The answer is not fixed. An entity that today only keeps a bank account may next year lease an office or buy a rental building, and the analysis changes with the facts. Review it whenever the Minnesota footprint grows, and again before signing a lease or a state contract.
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.
Questions about needing one
Does a bank account in Minnesota require a certificate?
No. Every entity type's excluded list includes keeping bank accounts.
Do online sales to Minnesotans require one?
Sales are not among the excluded activities, and tax is a separate question.
Does owning rental property require one?
Yes for an LLC or limited partnership, since income-producing property in the state counts as transacting business.
Does a one-time project require one?
No, so long as the project wraps up within 30 days and stands alone rather than recurring.
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
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.0803, transactions not constituting business
- Minnesota Statutes 321.0903, activities of a foreign limited partnership that are not transacting business
- Minnesota Statutes 303.03, certificate of authority required of a foreign corporation
- Minnesota Statutes 5.25, service of process
- 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
Know your entity type?
Tell us what the company is and where it was formed, and we start the right application.