Minnesota Foreign LLC | Certificate of Authority
If you formed your LLC outside of Minnesota, but want to do business in the state, you will need to register your company as a foreign LLC. You can do this by filing a Certificate to Authority to Transact Business in Minnesota form with the Minnesota Secretary of State and pay the $185 filing fee.
There are several steps to take before your foreign LLC is registered in Minnesota:
- Check if Your Foreign LLC’s Name is Available
- Appoint a Minnesota Registered Agent
- File a Certificate of Authority to Transact Business in Minnesota
Want to form a brand new LLC in Minnesota? That process looks a little different then registering an existing LLC, but we can still help you out. We’ve put together a guide for domestic LLC formation, too. Check it out here.
Do I have to register as a Foreign LLC in Minnesota?
It’s a good idea. Unfortunately, when it comes to determining what counts as “doing business” in Minnesota, there’s no clear answer. The state is vague about what this looks like (the law that originally laid out these requirements was appealed in 2014), so it’s better to be safe than sorry. Generally, if you have employees or maintain a physical presence in the state, that counts as doing business.
Don’t let registering your foreign LLC keep you from expanding your business into the Land of 10,000 Lakes. The state provides strong limited liability protection for LLC members and allows a lot of flexibility when it comes to your company’s operations and management structure. Plus, LLCs in Minnesota don’t have to pay additional income tax to the state.
Out-of-State Business Registration Service by Minnesota Registered Agent™
If registering your foreign LLC in Minnesota seems daunting, don’t worry! Our Out-of-State Business Registration service makes it easy to register your foreign LLC and keep it in compliance with the state.
When you order our Out-of-State Business Registration, our local agents will file for your Certificate of Authority with the Minnesota Secretary of State. We’ll list our business address instead of yours to keep your private information off public record.
Our service includes more than just your filing. You also get:
- A secure, online account where you can immediately access all of your important business documents 24/7.
- Our Minnesota Registered Agent Service for an entire year.
- Instant online business presence that includes a domain name, website with SSL certificate, email addresses at that domain, and phone service.
- Compliance reminders when your annual report is due.
- Other optional state filings (like your BOI report, EIN application, and DBA registry) you can easily add inside your client portal.
- Lifetime access to our local experts who specialize in both business filings and web support.
Order Your Foreign Minnesota LLC Now
How to Register a Minnesota Foreign LLC
You’re ready to register your Foreign LLC. Now what? There are three steps you need to take before you’re ready to do business in Minnesota:
1. Check if Your Foreign LLC’s Name is Available
You’ve already gone through the trouble of choosing a name when your formed your LLC in your home jurisdiction, but your LLC’s current name may not be available to use in MN if it’s already been claimed by another company. If you find yourself in this situation, you will need to choose a different name for your MN foreign LLC.
You can check business availability online through the MN Secretary of State’s website. You’ll create a free, online account, choose the business structure you plan on registering, and then search your LLC’s name.
If your name is available and you’re not quite ready to file, don’t sweat! Minnesota allows you to reserve a business name for up to 12 months. All you need to do is file a Name Reservation form to the Secretary of state and pay the $35 filing fee. It’s important to note that this form reserves your name for when you’re ready to register your foreign LLC. It does not register the name. (That’s what your Certificate of Authority filing is for.)
2. Appoint a Minnesota Registered Agent
Minnesota law requires that all business entities appoint a Minnesota registered agent. You can choose a Registered office (like us!) or a MN resident who is 18 or older and available at the address listed on your state paperwork during regular business hours.
Hiring a registered agent service like Minnesota Registered Agent™ not only helps you meet the state’s registered agent requirement, but it also protects your personal privacy. We’ll list our name and address wherever we can on your state paperwork so that your personal information stays off public record.
Get a MN Registered Agent Today! | $49/yr
3. File a Certificate of Authority to Transact Business in Minnesota
Once you have a name and registered agent for your foreign LLC, you’re ready to start filling out your Certificate of Authority to Transact Business in Minnesota. This state form should be filled out and submitted to the Secretary of State’s office. Here’s what you’ll need to include:
- Legal name of your company in its home jurisdiction
- Alternate name (if applicable)
- Home jurisdiction (where your LLC was originally formed)
- Name and address of your MN registered agent
- Principal Place of Business Address
- Company address in home jurisdiction
- Organizer’s signature
The form also requires you provide contact information (both an email address and phone number) that the state can use to contact you.
You can submit your filing online, by mail, or in person. The submission method you use will determine your filing fee: In person or online filings cost $205. Filings submitted through the mail are cheaper at $185.
File online through the MN Secretary of State’s website.
File in person Monday, Wednesday, or Thursday sometime between 8am and 4:30pm at the address below.
Mail your filing to:
Minnesota Secretary of State – Business Services
First National Bank Building
332 Minnesota Street, Suite N201
Saint Paul, MN 55101
Minnesota Foreign LLC FAQs
How long does it take to register a Foreign LLC in Minnesota?
Online filings are processed in 2 business days. If you mail in your filing, it may take the state up to a week to process your application, plus mailing time. If you submit your filing in person, your application will be processed immediately. In person filing can only be done on Monday, Wednesday, or Thursday.
How much does a foreign LLC cost in Minnesota?
The filing fee for your Certificate of Authority depends on how you submit your filing. If you submit by mail, the filing fee is $185. If you submit in person or online it’s $205.
Does my LLC need a Certificate of Good Standing to register in Minnesota?
Surprisingly, no. Minnesota is one of the few states that doesn’t require a Certificate of Good standing from your home jurisdiction in order to register your foreign LLC.
How are foreign LLCs taxed in Minnesota?
Just like traditional LLCs, foreign LLCs are considered “pass through” entities, meaning that the company’s profits “pass through” to you and the other LLC members. You’ll report this income on your personal tax return.
Is there an annual fee for Minnesota foreign LLCs?
No. Foreign LLCs are required to file an annual report with the state by December 31st of each year, but unlike foreign corporations who have to pay a $135 filing fee for their annual report, domestic and foreign LLCs can file their annual reports for free.
How long is my foreign LLC registered in MN?
As long as you’d like it to. As long as you file your annual report every year and avoid any illegal activity, your foreign LLC will stay registered in MN until you decide to withdraw from the state.