Minnesota Certificate of Authority / Wyoming LLCs
A Minnesota certificate of authority for a Wyoming LLC
An LLC formed in Wyoming obtains a Minnesota certificate of authority for $185 by mail or $205 online, and Wyoming's annual report keeps its $60 minimum, so year one costs $245 with Minnesota filed by mail. Wyoming's own good standing certificate can be had online for $0, though Minnesota does not require it.
The Wyoming entity against the Minnesota requirement
| Question | Wyoming side | Minnesota side |
|---|---|---|
| What is paid every year? | Annual report, $60 minimum | Renewal, $0 |
| Proof of standing | $0 online | Not asked for |
| Registered agent | Already in Wyoming | A second one, with a Minnesota office |
| Original application | Already formed | $185 by mail, $205 online |
Who is on the public record
Owners who picked Wyoming partly for its thin public record should look at what Minnesota does with the information it collects. The form says every line of it is public. Public details include where the business is based and the agent's address, and the renewal form later adds a manager's name and business address. Decide in advance which address represents the business and who signs.
A Minnesota agent of its own
The Wyoming agent does not carry over. Minnesota requires its own agent: a resident, a Minnesota company, or an outside company with permission to operate in the state, with an office at the registered address. The LLC cannot name itself.
Filling in the form for a Wyoming LLC
Item 1 holds the Wyoming name and item 3 names Wyoming. The Minnesota agent and office go in item 4, and the street address of the real business in item 5. Item 6 stays empty unless Wyoming law makes the LLC keep a home office. Whoever signs item 7 certifies compliance with Wyoming's organization law, so check the Wyoming record first.
The first-year bill
With Minnesota filed by mail, $185 plus Wyoming's $60 minimum comes to $245. Filing online adds $20. The Minnesota renewal is free for an active LLC. Our fee is $199, with any agent charge on top.
Two yearly obligations, kept apart
Wyoming's annual report is a separate Wyoming duty. Minnesota's renewal is due December 31, and a missed renewal is revoked without further notice. The two are independent, though a lapse at home can undermine the compliance statement that Minnesota relies on.
Example: a Wyoming LLC with a Mankato workshop
A Wyoming LLC rents a workshop in Mankato and builds products there for sale. It checks its Wyoming record, engages a Mankato firm as agent, files the Minnesota form online for $205, and then pays Wyoming its $60 minimum while filing a free Minnesota renewal each December.
Whether registration is needed at all
A Wyoming LLC that only keeps a Minnesota bank account, brings a lawsuit, or completes one job inside a month sits on the statute's excluded list. An LLC that owns property in Minnesota that earns income is not. The page on whether you need one runs the full test.
From Wyoming to a Minnesota certificate
Check the Wyoming record
A good standing certificate is $0 online if you want it.
Find a Minnesota agent
Someone with a real office in the state.
Complete the form
Wyoming name, Wyoming as jurisdiction.
Sign and file
$185 by mail or $205 online.
Diary the renewal
December 31 in Minnesota.
If the Wyoming LLC dissolves or moves
A Wyoming LLC that dissolves can end its Minnesota authority by filing the Wyoming certificate of dissolution in Minnesota, which counts as an application for withdrawal. One that merely moves its operations out of Minnesota files the withdrawal application, $35 by mail or $55 online.
Records for two states
Keep the Wyoming annual report confirmation with the Minnesota renewal confirmation, and the Minnesota agent's agreement with the Wyoming agent's. When a bank or a counterparty asks for proof of standing, the Wyoming certificate at $0 online is the home-state document, while the Minnesota certificate of authority proves the right to operate here.
Wyoming-specific slips
Three slips to avoid. Listing the Wyoming agent's office as the principal place of business sends Minnesota mail to a place that does not read it. Attaching the Wyoming good standing certificate is not required. And the Minnesota agent has to be a different arrangement from the Wyoming one, because the Minnesota office must be in Minnesota.
A short checklist for Wyoming entities
Check the Wyoming record, line up the Minnesota agent, choose the address that will appear publicly, and decide who signs. Then file, and note both the Wyoming annual report and the Minnesota renewal in one calendar so neither is forgotten.
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.
Wyoming entity questions
Does Minnesota ask for a Wyoming certificate?
No. The signer certifies home-state compliance on the form.
Can my Wyoming agent act in Minnesota?
Only if it holds permission to operate here and keeps a Minnesota office.
Will my details be public?
Yes. The form says everything on it is public.
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
- Wyoming Secretary of State, Business Division fee schedule
- Minnesota Statutes 5.34, annual renewal filings
- Minnesota Statutes 5.36, registered agent for service of process
- Minnesota notice of change of registered office or registered agent
- Minnesota Statutes 322C.0806, revocation of a certificate of authority
- Minnesota Statutes 322C.0803, transactions not constituting business
- Minnesota Statutes 322C.0807, withdrawal of a foreign LLC
- Minnesota Statutes 303.16, withdrawal from the state
Know your entity type?
Tell us what the company is and where it was formed, and we start the right application.