Foreign LLC certificate of authority
Minnesota Foreign LLC Certificate of Authority
An LLC formed in another state registers with Minnesota on the Foreign Limited Liability Company Certificate of Authority to Transact Business in Minnesota. The $185 filing fee ($205 with the charges Minnesota collects at filing) goes to Minnesota; our $199 covers preparing and filing it plus the first year of Minnesota registered agent service, for $404 at checkout. Minnesota does not ask for a home-state certificate with this filing.
Minnesota LLC certificate of authority at a glance
- Filing
- Foreign Limited Liability Company Certificate of Authority to Transact Business in Minnesota (no form number)
- State fee
- $185 filing fee ($205 with the charges Minnesota collects at filing)
- Total with us
- $404, first year of Minnesota registered agent service included
- Online processing
- 2 to 5 business days
- Home-state certificate
- Not required
- Minnesota yearly filing
- Annual Renewal, no fee, every year
- Filed with
- Minnesota Secretary of State, Business Services
What the Minnesota filing asks for
The filing has 7 numbered items. In practice, Minnesota needs:
- The exact name of your LLC as formed
- The state it was formed in and its date of formation
- A Minnesota registered agent with a street address there; we fill in ours
- A principal office address
LLC into Minnesota, by home state
Every home state pays the same $404 at checkout for Minnesota.
| Formed in | Home-state certificate | First year |
|---|---|---|
| Alabama | Not needed | $404 |
| Alaska | Not needed | $404 |
| Arizona | Not needed | $404 |
| Arkansas | Not needed | $404 |
| California | Not needed | $404 |
| Colorado | Not needed | $404 |
| Connecticut | Not needed | $404 |
| Delaware | Not needed | $404 |
| Florida | Not needed | $404 |
| Georgia | Not needed | $404 |
| Hawaii | Not needed | $404 |
| Idaho | Not needed | $404 |
| Illinois | Not needed | $404 |
| Indiana | Not needed | $404 |
| Iowa | Not needed | $404 |
| Kansas | Not needed | $404 |
| Kentucky | Not needed | $404 |
| Louisiana | Not needed | $404 |
| Maine | Not needed | $404 |
| Maryland | Not needed | $404 |
| Massachusetts | Not needed | $404 |
| Michigan | Not needed | $404 |
| Mississippi | Not needed | $404 |
| Missouri | Not needed | $404 |
| Montana | Not needed | $404 |
| Nebraska | Not needed | $404 |
| Nevada | Not needed | $404 |
| New Hampshire | Not needed | $404 |
| New Jersey | Not needed | $404 |
| New Mexico | Not needed | $404 |
| New York | Not needed | $404 |
| North Carolina | Not needed | $404 |
| North Dakota | Not needed | $404 |
| Ohio | Not needed | $404 |
| Oklahoma | Not needed | $404 |
| Oregon | Not needed | $404 |
| Pennsylvania | Not needed | $404 |
| Rhode Island | Not needed | $404 |
| South Carolina | Not needed | $404 |
| South Dakota | Not needed | $404 |
| Tennessee | Not needed | $404 |
| Texas | Not needed | $404 |
| Utah | Not needed | $404 |
| Vermont | Not needed | $404 |
| Virginia | Not needed | $404 |
| Washington | Not needed | $404 |
| West Virginia | Not needed | $404 |
| Wisconsin | Not needed | $404 |
| Wyoming | Not needed | $404 |
When Minnesota expects an LLC to register
Minnesota law lists 8 activities that do not, on their own, count as doing business in Minnesota (Minn. Stat. 322C.0803). A one-off transaction completed within 30 days, and not one of a series, does not count either. These rules decide registration only; Minnesota tax nexus and lawsuits follow their own tests. An office, staff, or regular sales and contracts there are what typically lead to registration.
If you do business in Minnesota without registering
An unregistered LLC doing business there cannot start a lawsuit in Minnesota courts until it registers. Its contracts stay valid, and it can still defend a case brought against it. Members and managers do not become personally liable just because the LLC skipped registration. The Minnesota attorney general can ask a court to stop the LLC doing business there until it registers. With no registered agent on file, legal papers can be served through the Minnesota Secretary of State.
Minnesota registered agent rule
Minnesota requires every registered foreign LLC to keep a registered agent there. Switching agents later costs $35. Our $199 includes the first year of Minnesota registered agent service, then $149 a year.
Minnesota yearly filings
Once registered, your LLC files the Minnesota Annual Renewal every year, with no filing fee, due December 31.
How long Minnesota takes
We file it online with the Minnesota Secretary of State. Minnesota online processing: 2 to 5 business days.
Leaving Minnesota later
If your LLC stops doing business there, it ends the registration by filing an Application for Withdrawal of a Foreign Limited Liability Company ($35). Until that is filed, Minnesota's yearly filing stays due.
Minnesota foreign LLC questions
Do I have to register my LLC in Minnesota?
Yes, if it was formed in another state and does business there. Minnesota law lists 8 activities that do not count on their own. A one-off deal finished within 30 days does not count either. An office, staff or regular sales there usually mean registering.
How much does foreign LLC registration in Minnesota cost?
$404 at checkout: the $185 filing fee ($205 with the charges Minnesota collects at filing) plus our $199, which includes the first year of registered agent service.
Does Minnesota need a certificate from my home state?
No, Minnesota does not ask for one with this filing.
How long does the Minnesota registration take?
Minnesota's online processing takes 2 to 5 business days.
What does it cost each year to stay registered in Minnesota?
$149 a year: no fee for the Annual Renewal and $149 for our registered agent service. The home state's own yearly filing stays separate.
What if I don't register with Minnesota?
Your LLC cannot sue in court there until it registers.
Do I need a registered agent in Minnesota?
Yes. Minnesota requires one for every LLC registered there from another state. Ours is included for the first year, then $149 a year.
How do I withdraw from Minnesota later?
File an Application for Withdrawal ($35) with the Minnesota Secretary of State.
Can I form a new Minnesota LLC instead?
It is possible, but that is a separate company that files Minnesota's Annual Renewal (no fee), while the original keeps its home-state filings. Registering keeps one company in both states.
Is the Minnesota filing the same for a corporation?
No: corporations file their own registration ($220 in state fees), and LLCs file this one.
Is this a certificate of authority?
Yes. Minnesota issues a certificate of authority once the filing is approved.
Official Minnesota sources
- Minnesota filing page (sos.mn.gov)
- Minnesota foreign LLC certificate of authority form
- Minnesota Statutes 322C.0802, application for certificate of authority
- Minnesota Secretary of State business filing and certification fee schedule
- Minnesota Statutes 322C.0803, transactions not constituting business
- Minnesota Statutes 322C.0808, effect of failure to have a certificate
- Minnesota Statutes 322C.0809, action by the attorney general
- Minnesota Statutes 322C.0807, withdrawal of a foreign LLC