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Minnesota Certificate of Authority Order certificate

Minnesota Certificate of Authority / Applying yourself

Applying for the Minnesota certificate yourself: a working guide

An LLC can apply for its Minnesota certificate of authority without help, for $185 by mail or $205 online, by completing the Foreign Limited Liability Company Certificate of Authority to Transact Business in Minnesota. Corporations, nonprofits and partnerships have their own applications and prices. The order of work and the places where applicants lose time follow. Our fee for doing it all is $199, and the order button is at the bottom of the page.

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Deciding whether to go alone

The LLC application is among the simpler state forms: one page of seven items. The harder part is outside the form, in finding a Minnesota agent and deciding whether the activity really calls for registration. If both are settled, applying alone is reasonable. If your entity is a corporation, nonprofit or partnership, expect more reading, because the statutes carry the instructions.

A working order of operations

  1. Pull the home-state record

    You need the exact name, jurisdiction and officer or manager details.

  2. Decide the entity route

    LLC, corporation, nonprofit, limited partnership or LLP.

  3. Find the agent

    Ask a person or business with a Minnesota street office to serve, and get the agreement in writing.

  4. Check the name

    The form refers to the state website for a preliminary availability check.

  5. Fill in the application

    Type it or print clearly if you are mailing it, so nothing is misread.

  6. Sign and date

    The signer accepts the perjury certification.

  7. Choose the route

    Mail for $185; online or counter for $205.

  8. File and keep a copy

    Photocopy for the office, original for your records.

  9. Diary the renewal

    The rule depends on the entity type.

How long each piece takes

The state's share varies: an online filing is expedited and typically takes 2 to 5 business days, a counter visit is same-day work, and mail is taken first come, first served.

The online route in practice

The LLC form's instruction page directs filers to the Secretary of State's website to file online. Expect the same facts as the paper form, in the same order, and an emailed approval afterwards.

Where applicants stall

Three snags account for most of the lost time. The first is the agent: a mailbox is not an office, the entity cannot appoint itself, and the person must really be present at the registered address. The second is the principal place of business, which needs a street address even for a company that works remotely. The third is the home-state compliance statement, because the company signs it under penalty of perjury and should not sign while its home registration is out of order.

Paper filings

For a paper application, send the signed photocopy and a check payable to the Minnesota Secretary of State to Minnesota Secretary of State, Business Services, First National Bank Building, 332 Minnesota Street, Suite N201, Saint Paul, MN 55101. The finished filing is mailed back to the check's address, unless a cover sheet or a return envelope directs it elsewhere.

After approval, the first month

Save the approved certificate. Confirm that the registered agent is in fact receiving mail at the registered office. Put the renewal rule for your entity type on the calendar: December 31 for an LLC, the annual renewal for a corporation, nothing for a nonprofit. And check that the notice email on file is one somebody reads, since the office uses it for reminders.

When to bring in help

Hand the job over when the agent search is the problem, when the entity is something other than an LLC, or when you simply want the application checked before it goes in. Our fee is $199 on top of the state fee, and the fees page lists every figure so you can compare.

Write a one-page fact sheet first

Before opening the form, write one page that holds the home name, the home jurisdiction, the principal place of business, the agent's name and address, the signer's name and title, and the email address for official notices. Check each line against the home record. Every item on the LLC form then becomes a copy job, and the chance of a mismatch falls sharply.

Getting the agent's agreement

Ask the agent to confirm three things in writing: that it agrees to serve, that its office is at the street address you will list, and how it will forward papers to you. A friend serving as agent should confirm that the office is a real place where papers can be delivered during business hours.

A second-reader check

Have someone who did not fill in the form read it against the instruction page. They should check that required items are complete, that no address is a mailbox, that the name matches the home record letter for letter, and that the signature and date are present.

If the filing comes back

The form warns that a document missing required information may be returned unfiled. Read the reason, fix the item, and resubmit with the fee. Keep the first filing's records, since you will not want to re-derive the facts.

What the form also asks

The form's last lines ask for a notice email and a contact person's name and phone number. A farmland owner is pointed to a separate registration with the Agriculture Department's Corporate Farm Program, which is not part of this filing. Keep the fact sheet, the agent's agreement and the approved certificate together in one folder. Five survey questions are optional: they are voluntary, the answers are public data, and leaving them blank carries no penalty.

Costs once approved

After approval an active LLC renews for $0. An amendment or an agent change costs $35 on paper and $55 online, and an agent's resignation is $35 by mail only. On paper, withdrawal costs $35; online it costs $55. A missed renewal means reinstatement at $65 by mail or $85 online. The notice email can be updated for $0 on paper or in person, but not online. An entity inactive over 6 years cannot reinstate online.

Professional organizations

A professional organization under chapter 319B adds three items: an election to be governed by 319B.01 to 319B.12, a statement of the professional service, and conformed governing papers. Other LLCs attach nothing.

Two dates to diary

The renewal is due by December 31 every calendar year. The agent matters too: an agent's resignation ends the appointment 30 days after the notice, and a vacant agent post is a ground for revocation, with 30 days to cure after notice. Put both dates in the calendar the day the certificate arrives.

Using the counter

The counter in Saint Paul works by appointment. You bring the signed application and payment, the staff process it while you wait, and you leave with the filed documents in hand. It suits a company that needs the certificate before a signing or a lease.

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 applying alone

Can I walk the application in?

Yes. The Saint Paul counter works by appointment and processes filings while you wait.

What do I send with a paper filing?

A signed photocopy and a check payable to the Minnesota Secretary of State.

Where does the online filing happen?

The LLC form's instruction page directs filers to the Secretary of State's website to file online. An approval is emailed afterwards.

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
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Know your entity type?

Tell us what the company is and where it was formed, and we start the right application.