Minnesota LLC Operating Agreement

Key Takeaways

• When you create a limited liability company in Minnesota, an operating agreement isn’t required. However, it’s good to have one, especially if there are more members. 
• Utilize our free Minnesota LLC Operating Agreement template to ensure compliance with state regulations.
• To form an LLC in Minnesota, you’ll need to file Articles of Organization with the Minnesota Secretary of State, designate a registered agent, and fulfill the required filing fee.

Minnesota LLC Operating Agreement Templates by Type

Single Member LLC

Basic Single Member LLC Operating Agreement

Used 4,920 times

Are you required to uphold your limited liability corporation status in accordance with state law? If the business is sued, the owner’s assets may be safeguarded by this agreement.

Use Basic Single Member LLC Operating Agreement

For sole ownership of an LLC in Minnesota, employ this tailored template designed to meet state requirements.

Multi Member LLC

Multi-Member LLC Operating Agreement Template

Used 4,872 times

Ensure that your newly formed LLC is run the right way by having a multi-member operating agreement in place.

Use Multi-Member LLC Operating Agreement Template

Facilitate collaboration among LLC co-owners in Minnesota with this comprehensive resource, fostering clear communication and effective decision-making.

50/50 LLC

50/50 LLC Operating Agreement Template

Used 4,872 times

This free 50/50 LLC Operating Agreement template for businesses with equal ownership.

Use 50/50 LLC Operating Agreement Template

Establish equitable ownership and management in a Minnesota LLC using this versatile template, outlining roles and responsibilities succinctly.

Member-managed LLC

Member-Managed LLC Operating Agreement Template

Used 4,919 times

A manager is chosen by the firm owners to oversee day-to-day operations in a manager-managed LLC. Use this Member-Managed LLC Operating Agreement Template right away.

Use Member-Managed LLC Operating Agreement Template

Efficiently delegate management within a Minnesota LLC with this streamlined framework, ensuring accountability and transparency throughout operations.

Legal Requirements

• Chapter 322C of the Minnesota legislation, Minnesota Revised Uniform Limited Liability Company Act, governs LLC agreements.
• The Operating Agreement Statutes span from sections 110 to 112 in Chapter 322C.
• According to Minnesota laws, an operating agreement, whether it’s written or oral, is a document that concerns “the matters described in section 322C.0110, subdivision 1.”

How to Form LLC in Minnesota

When forming a limited liability company, you should complete specific steps to ensure Minnesota legally recognizes your business.

Choose a Unique Name

• Decide on a name that’s unique and contains “Limited Liability Company” (or LLC) in the name.
• Search the Secretary of State’s Records to ensure your name is unique. It also can’t be too similar to another entity in the state.

Elect a Registered Agent 

• Choose a person or entity that’s your registered agent. 
• The registered agent must file annual documents/reports, receive correspondence, and accept legal notices on the company’s behalf.

State Your LLC type

• Your entity can either be domestic or foreign.
• Domestic companies are generally new. Meanwhile, foreign ones are preexisting companies expanding to the state.

File for Documents for Registration

• Submit the correct documentation according to your entity type. 
• Domestic companies must file Articles of Organization.

Pay the Registration Fee

• Pay the applicable registration fee to file your documents.
• Domestic companies must pay $135 if they mail the document. If they hand submit it in person or online, then they must pay $155.
• For foreign companies, the fee is $185 for mail and $205 for in-person or online registration. 
• Submit the documents once you’ve paid the filing fees.

Get an EIN Number

• Once your entity is registered, file for an EIN (Employer Identification Number).
• Do so through the IRS website or using the PDF Form SS-4.
• An EIN is required if the company plans to have employees. Banks also sometimes require one to open an account for the company.

You can, at any point after registering your LLC, draw up an operating agreement. 

Specific Considerations/ Minnesota LLC Laws

• State Income Tax: Your tax status depends on the type of LLC you have. A company can be a sole proprietorship, partnership, S corporation, or C corporation. Corporations have a 9.8% corporate franchise tax.
• Requirements for Annual Reports: LLCs must file annual reports, which are due December 31st.
• Requirements for Registered Agents: Registered agents must be a Minnesota business or resident. They should be reachable at the provided physical address between business hours.
• Foreign LLC Registration: Foreign companies must provide a Certificate of Authority to establish LLCs in the state.
• Considerations for Real Estate: For an LLC to own property in Minnesota, the LLC’s name must be on the title deed. However, if there’s still a mortgage on the property, you must make specific considerations and need the lender’s permission.
• Employment Laws: Minnesota has specific employment laws owners must follow. The minimum wage depends on whether the business is large or small. Employers must also add state-mandated posters with information on workplace safety, age discrimination, and salary disparity.