Minnesota Certificate of Authority / Penalty and revocation
Penalties and revocation for a Minnesota certificate of authority
An entity that operates in Minnesota with no certificate of authority cannot start a lawsuit in the state's courts, and a corporation also faces ceilings of $1,000 plus $100 per month; an LLC faces no stated dollar penalty. An entity that holds a certificate can lose it by revocation, and reinstatement costs $65 for an LLC by mail.
Three clocks
It helps to think of three separate clocks. The first runs on entities that have no certificate: they cannot sue in Minnesota, and corporations carry the penalty as well. The second runs on entities with a certificate and a default, and ends in revocation. The third runs after revocation, and ends in reinstatement or, for old entities, a fresh start.
Clock one: operating without a certificate
| Consequence | LLC | Corporation | Limited partnership |
|---|---|---|---|
| No suing in Minnesota courts | Yes | Yes, extended to successors and assignees | Yes |
| Money penalty | Checked before we file | Capped at $1,000, plus $100 per month | The remedies are the bar on suing and an injunction |
| Contracts remain valid | Yes | Yes | Yes |
| Owners shielded for this reason alone | Yes | Not addressed | Yes, for partners |
| Attorney general | May seek to enjoin | Collects the penalty | May seek to restrain |
The sections behind the table are 322C.0808 and 322C.0809 for LLCs, 303.20 for corporations and 321.0907 and 321.0908 for limited partnerships.
What the corporation penalty looks like in a year
Section 303.20 sets ceilings, not a fixed price. A corporation that has been transacting business for a full year without a certificate could face the $1,000 base penalty and twelve months of the additional $100, each of those a maximum. The state recovers it by an attorney general action in a district court where the corporation has done business or has property or an office.
Lawsuits served through the Secretary of State
An LLC that does business without a certificate, or that cancels one, can be reached by lawsuit through the Secretary of State, which acts for it on claims arising out of its Minnesota business. A party who serves papers on the office pays $35 when the target is an LLC and $50 when it is a corporation; the office then mails the papers on. If the office holds an outdated address, the entity could hear of the suit late.
Clock two: grounds for revocation
| Ground | LLC | Corporation |
|---|---|---|
| An unpaid fee due under the chapter | Yes | Yes |
| An empty registered agent post | Yes | Yes |
| A merger or name-change filing not made | Yes | Yes |
| No annual renewal or report | Yes | Yes |
| Breach of the savings association rule | No | Yes |
That makes 4 grounds for an LLC and 5 for a corporation.
The cure period
For every ground except the missed renewal, the Secretary of State first notifies the entity and allows 30 days to cure. For good cause the office can extend that period, but total extensions stop at 180 days, or at the length of any tax-return extension if that is longer. A missed renewal skips the cure period: the Secretary of State issues and files a certificate of revocation, and the statute demands no further notice.
What revocation does
When the certificate of revocation issues, the entity's authority to transact business in Minnesota stops. The office publishes the names of revoked entities in an electronic format. The attorney general also has a separate power to sue to cancel a corporation's certificate for fraud, persistent violation or an act that amounts to a surrender, after 30 days' notice by certified mail where a cure is possible.
Clock three: coming back
| Entity | Route | Online | |
|---|---|---|---|
| LLC | Current renewal plus reinstatement | $65 | $85 |
| Corporation | Annual renewal plus reinstatement fee | $540 | $560 |
| Limited partnership | Reinstatement | $65 | $85 |
| LLP | Reinstatement | $200 | Higher online |
Entities inactive over 6 years cannot use the online route to be reinstated.
Registering late
An entity that registers late pays the ordinary application fee and the bar on suing falls away from then on. Whether earlier activity created tax liability is a tax question the registration statutes expressly leave open.
Penalty and revocation questions
Does an LLC pay a daily fine?
No. Chapter 322C states no dollar penalty for an LLC.
Is a missed renewal curable?
It leads to revocation without the cure period; reinstatement is the way back.
What is the corporate penalty?
The ceilings under section 303.20 are $1,000 and then $100 a month.
Do contracts survive a missing certificate?
Yes. The statutes keep contracts and acts valid.
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 303.20, no suits and the penalty for an unlicensed foreign corporation
- Minnesota Statutes 322C.0808, effect of failure to have a certificate
- Minnesota Statutes 321.0907, cancellation and the effect of having no certificate
- Minnesota Statutes 322C.0809, action by the attorney general
- Minnesota Statutes 321.0908, action by the attorney general
- Minnesota Statutes 5.25, service of process
- Minnesota Statutes 322C.0806, revocation of a certificate of authority
- Minnesota Statutes 303.17, license revocation
- Minnesota Statutes 303.18, cancellation of a certificate of authority
- Minnesota Statutes 303.19, reinstatement
- Minnesota Statutes 322C.0803, transactions not constituting business
Know your entity type?
Tell us what the company is and where it was formed, and we start the right application.