How Much Does an LLC Cost in Minnesota?
By Edmond Hui · Fees verified July 29, 2026 against the Minnesota Secretary of State fee schedule
Edmond Hui · Founder, MyStateLLC
Edmond Hui is a software engineer and serial entrepreneur based in New York who has founded multiple online businesses across e-commerce, media, and information publishing. Before transitioning into tech, he spent years as a commercial real estate professional closing deals totaling over 100,000 square feet, giving him firsthand experience with business formation and entity structuring. He built MyStateLLC to provide the free, state-specific LLC guidance he wished existed when forming his own companies.
What you actually pay in Minnesota
Minnesota prices the same document two ways: Articles of Organization are $135 by mail and $155 in person or online, because the in-person/online channel is the expedited one. The annual renewal itself is free but is due every December 31, and Minnesota charges $25 by mail or $45 online to reinstate an LLC that misses it. Ancillary fees follow the same mail/online split — name reservation $35 mail / $55 online, certificate of good standing $5 mail or in person / $15 online, and a certified copy is built from a $3 copy fee (mail and in person) or $13 online plus $5 per certification. A foreign LLC's Certificate of Authority is $185 by mail and $205 in person or online.
Minnesota LLC fee breakdown
| Cost | Amount | How often | Charged by |
|---|---|---|---|
| Articles of Organization | $155 | One time | Minnesota Secretary of State |
| Same filing, submitted on paper | $135 | One time | Minnesota Secretary of State |
| Annual Renewal | $0 | Every year | Minnesota Secretary of State |
| Required state cost, first year | $155 | — | — |
| Registered agent service (optional) | $50–$300 | Every year | Commercial provider |
| Expedited processing (optional) — Expedited service (built into the in-person and online filing fee) $20 | $20+ | One time | Minnesota Secretary of State |
| Name reservation (optional) | $35 | One time | Minnesota Secretary of State |
| Certificate of good standing (optional) | $5 | Per copy | Minnesota Secretary of State |
The official Articles of Organization form states it directly: "Filing Fee: $155 for expedited service in-person and online filings, $135 if submitted by mail" — the $20 gap is the expedite charge, and the online channel most filers use is the $155 one.
Minimum Fee: Graduated on the sum of Minnesota property, payroll, and sales/receipts. 2026 brackets: $0 below $1,280,000; $260 from $1,280,000 to $2,559,999; $770 from $2,560,000 to $12,829,999; $2,560 from $12,830,000 to $25,639,999; $5,140 from $25,640,000 to $51,279,999; $12,830 at $51,280,000 or more. The thresholds and fee amounts are inflation-adjusted annually.
No newspaper publication requirement for LLC formation anywhere in Minn. Stat. ch. 322C; Minnesota's publication requirement applies only to Certificates of Assumed Name under ch. 333.
Registered agent is listed separately because it is a commercial service, not a state charge. Commercial registered-agent services, not a state charge. Range and $125 midpoint match the assumption used by /tools/llc-true-cost. Most states let you serve as your own registered agent at no cost if you have a physical in-state address. Run your own numbers in the true-cost calculator.
Minnesota LLC cost over five years
State charges only in the first column; the second adds a registered-agent service at the $125/yr market midpoint.
| Period | State cost only | With registered agent |
|---|---|---|
| Year 1 (formation + first filing) | $155 | $280 |
| Each year after | $0 | $125 |
| Five-year total | $155 | $780 |
First filing timing: Minn. Stat. §322C.0208: the obligation starts "each calendar year beginning in the calendar year following the calendar year in which" the LLC filed its articles of organization — so an LLC formed in 2026 files its first annual renewal by December 31, 2027.
Is Minnesota expensive compared with other states?
Minnesota ranks 21st cheapest of 50 states on first-year cost — $79.53 below the $234.53 national average. On ongoing annual cost it ranks 4th.
A cheaper filing fee elsewhere rarely saves money if you live and operate in Minnesota. Doing business here with an out-of-state LLC generally means registering it as a foreign LLC in Minnesota anyway — paying both states. See foreign qualification in Minnesota before forming elsewhere to save on fees.
Minnesota filing deadline and late penalties
Annual Renewal
| Frequency | every year |
| Due | by December 31 of each calendar year |
| Fee | $0 |
There is no late fee because there is no late window — Minnesota goes straight from a missed December 31 to administrative termination. Getting back requires an Annual Reinstatement at $25 by mail or $45 in person/online.
Minn. Stat. §322C.0208 requires the Secretary of State to notify LLCs that failing to file the annual renewal results in administrative termination of the LLC (or revocation of a foreign LLC's authority). Annual Reinstatement is $25 by mail / $45 in-person or online per the fee schedule.
Full Minnesota annual report filing guide · Deadline calculator
Cost traps specific to Minnesota
$135 is the mail-only price
Almost every fee table quotes Minnesota as a $135 state, but $135 is the non-expedited mail fee. Filing online or at the counter — how most people actually form an LLC — costs $155, because those channels are the expedited tier. The official Articles of Organization form spells this out on its first line.
Free annual renewal, but no grace period
The December 31 annual renewal costs $0, which makes it easy to treat as optional. Minn. Stat. §322C.0208 has the Secretary of State administratively terminate an LLC that fails to file it, and there is no late fee stage in between — the next cost you see is a $25 (mail) or $45 (online) Annual Reinstatement.
Minimum Fee at $1.28M of Minnesota activity
A multi-member Minnesota LLC (or one taxed as an S corp) owes the Department of Revenue's Minimum Fee once its Minnesota property plus payroll plus sales reaches $1,280,000 for 2026 — $260 at that first bracket, rising to $12,830 above $51,280,000. Single-member LLCs reporting on the owner's Form M1 are exempt.
Frequently Asked Questions
Where these numbers come from
Every fee above was checked against Minnesota's own published sources on July 29, 2026 — the Minnesota Secretary of State fee schedule, the governing statute, and where a state-level tax applies, the state tax authority. Commercial formation-service pages were not used.
The first-year total is the Articles of Organization fee plus the first year of any recurring state charge. Where a state's first report is not due until the following year, that is noted above. The five-year total is the filing fee plus five years of recurring charges, which avoids the timing question entirely. Registered-agent service is excluded from all state figures.