Minnesota Certificate of Authority / Renewal
Renewing a Minnesota certificate of authority, entity by entity
A Minnesota certificate of authority is kept alive by a renewal that varies by entity type. An LLC files by December 31 each year for $0, a corporation pays $115 by mail, an LLP pays $135, and a nonprofit formed elsewhere need not renew.
Renewal rules by entity type
| Entity | Renewal | Online | |
|---|---|---|---|
| Limited liability company | Yearly, by December 31 | $0 | $0 |
| Business corporation | Yearly, from the calendar year after the certificate | $115 | $135 |
| Nonprofit corporation | Not required | None | None |
| Limited partnership | Yearly renewal at no fee | $0 | $0 |
| Limited liability partnership | Yearly | $135 | $155 |
Section 5.34 lists what every renewal must state.
The LLC renewal in detail
The LLC renewal form has 7 numbered items. They cover identity (file number, home state and names), the registered office with its agent, the principal executive office, and a manager with a business address. It adds the notice email, a contact name, a farmland question and the five optional survey questions. The form is due by December 31, and an active LLC pays $0 for it.
The corporation renewal
A business corporation renews yearly, from the calendar year after its certificate arrives. The renewal costs $115 on paper and $135 online. The Secretary of State is allowed to mail a notice that warns of administrative dissolution or revocation for a missed filing.
What a change of facts requires
Changes reach the record by two routes. A new principal executive office or a new manager can be entered on the renewal itself, once a year. A new name, an agent change or a moved registered office cannot: each travels on a separate form handed in alongside the renewal, with that form's own fee. That fee is $35 by mail for an amendment or $35 for the agent and office change.
What the filing does and does not do
A renewal keeps the certificate current. It is not a tax return and does not meet any duty owed to another office. Entities that hold farmland interests should note that the form asks about them and that a separate Department of Agriculture registration exists.
A missed renewal
The consequence is revocation. For an LLC, section 322C.0806 tells the Secretary of State to revoke a certificate where the renewal is not filed, and the revocation certificate is filed without further notice. The way back for an LLC is the current renewal plus $65 by mail or $85 online.
The first renewal
The renewal form says to file once every calendar year. We check which calendar year your first renewal falls in when we prepare your filing.
Building a renewal calendar
List each obligation with its date. An LLC enters December 31 each year. A corporation enters the annual renewal and checks for the Secretary of State's notice. An LLP enters its renewal and fee. Add the agent's contract renewal, since a lapse there leads to a vacancy, which is its own ground for revocation.
Coming back after revocation
The route back depends on the entity. An LLC or limited partnership files the current renewal and pays $65 by mail or $85 online. A corporation pays $540 by mail or $560 online, and a limited liability partnership $200 by mail. An entity inactive for over 6 years cannot reinstate online. The reinstatement fee is filed with the current renewal.
The notice email
The office sends reminders to the email address it holds for official notices. Keep it pointed at a monitored mailbox, and change it if the person leaves. For an LLC, the change costs $0 by mail or at the counter, and cannot be made online.
Reinstatement in context
An LLC that misses its renewal can come back by paying $65 on paper or $85 online with the current renewal. The fee is a lot more than the zero the renewal costs, which is a good reason to treat the free filing as seriously as a paid one.
Renewal questions
Does an LLC pay to renew?
Not while it is active, but the filing is still due by December 31.
How much does a corporation renew for?
$115 by mail, $135 online.
Do nonprofits renew?
No. Nonprofit corporations formed elsewhere are excused from the annual renewal.
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 303.14, annual renewal
- Minnesota Statutes 5.34, annual renewal filings
- Minnesota notice of change of registered office or registered agent
- 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.