If your Minnesota LLC is delinquent, the state does not refuse you a certificate. It sells you a different one.

The Bottom Line for Minnesota LLCs

Order it from your entity's Business Record Details page and it is issued the moment payment clears, straight into the online account you ordered from. The Minnesota wrinkle is what happens when you are delinquent: you are not refused, you are issued a certificate of not in good standing instead.

Minn. Stat. 5.26 defines good standing narrowly and mechanically. An entity is in good standing when it has met the filing and registration requirements with the Secretary of State set out in its governing chapter, and it drops out the moment a payment order or item it submitted is rejected or dishonored, until that payment is honored or the delinquent amount is paid. Subdivision 2(d) then does two things in one sentence. It forbids the office to issue a certificate of good standing to an entity that is not in good standing, and it directs the office to issue the not in good standing certificate described in section 5.12 instead. So a delinquent Minnesota LLC can always get something. It is just not a document you would hand a lender.

What Minnesota Actually Calls It

Minnesota calls it a Certificate of Good Standing, issued by Office of the Minnesota Secretary of State, Business Services.

A Business Certificate is issued by the Minnesota Secretary of State to confirm that a business entity is registered and up to date with its required filings and fees on the date the certificate is issued. The certificate is a certified stand-alone document that lists the business name, file number, original filing date, Minnesota statute, home jurisdiction, and the date the certificate was issued.

Minnesota also uses Business Certificate for documents in this family.

Why You Need One

The order almost always comes from outside Minnesota or from a transaction. A filing office in another state wants it before it will register your LLC there as a foreign entity. A bank or an SBA lender wants it at underwriting. A buyer's counsel or an investor's counsel wants it in the diligence index on a sale or a financing round. A large customer's vendor onboarding wants it uploaded. Commercial landlords and licensing boards ask occasionally rather than routinely, and their requests tend to carry a dating rule that the requester invented rather than one Minnesota imposes.

What It Costs in Minnesota

Minnesota charges $15 for the Certificate of Good Standing ordered online and $5 on paper.

Where this fee comes from: Certificate of Good Standing / AVAILABLE FOR: Domestic and Foreign: Corporations, LLCs, Nonprofits, LLPs, LPs / BY MAIL: $5.00 per certificate / ONLINE: $5.00 per certificate + $10.00 online transaction fee

How to Order It

You can order the Certificate of Good Standing online and by mail.

Issued immediately upon payment and downloaded from the online account.

Order it on the Minnesota site

Ordered from the Business Record Details page of the entity by clicking Order Certificate. Payment goes through U.S. Bank and the certificate is returned to the online account.

In Minnesota the channel you pick genuinely changes what you pay, and it is worth understanding rather than guessing. Mail is the base certification fee set in statute. Online adds a transaction fee on top of it, and the office's page describes copies and certificates ordered online as separate transactions, which is worth reading closely before you assume how a two certificate order will be priced. The paper route also has an assembly step people miss: the Copy Request Form goes in with a printed history from the entity's Record Details page, for each entity, and the packet goes to Business Services in the First National Bank Building in Saint Paul. One misattribution to avoid entirely: the multi day figure printed on the same page is the wait for older filings pulled from microfiche, and it says nothing about certificates.

1. 1

   Open the entity's Business Record Details page

   Search the business by name or file number and open its record. That page is both where you confirm the entity's current status and where the ordering option lives, so there is no separate forms library to hunt through.

2. 2

   Decide the channel before you decide anything else

   Online and mail are priced differently in Minnesota, and online returns the certificate the same session while mail does not. If the deal has a deadline, that decision matters more than the price difference.

3. 3

   Confirm the renewal and any outstanding amounts are clear

   Check that the annual renewal is filed and that no earlier payment came back dishonored. Either one puts the LLC out of good standing, and an order placed in that condition produces the not in good standing certificate rather than the one you wanted.

4. 4

   Order the certificate and pay

   Choose Order Certificate from the record page and complete the payment. Certificates are issued on payment, so the transaction and the issuance are the same event online.

5. 5

   Sign in and download it from your online account

   The certificate is returned electronically to the account that placed the order rather than emailed anywhere else. Sign in, confirm the order, and download the file before you close the session.

6. 6

   For a mailed order, assemble the packet exactly as asked

   Complete the Copy Request Form and print the history from each entity's Record Details page, then send both with payment. A packet missing the printed record details is the usual reason a mailed request comes back.

What Puts You Out of Standing in Minnesota

Before Minnesota will issue the Certificate of Good Standing, your filings with the state's business filing office have to be current. No separate tax clearance from a revenue agency is part of it.

Minnesota defines good standing entirely by compliance with Secretary of State filing and registration requirements plus honoured payment, with no revenue agency step.

Two different things put a Minnesota LLC out of good standing, and only one of them is a filing. The annual renewal is the obvious one, and it is what most owners are thinking of. The second is a payment failure: an entity whose payment order or item is rejected or dishonored is not in good standing until the payment is honored or the delinquent amount is paid. A bounced check on an unrelated filing is enough to do it, and it is also the fastest thing on this page to fix, because what has to clear is an amount rather than a document. The consequence of either is the same and it is public. Because the office issues the not in good standing certificate rather than nothing at all, a counterparty who orders one for itself learns your status without ever asking you about it.

How Long It Stays Good in Minnesota

The Certificate of Good Standing carries a date of issue and no expiry date. Minnesota does not set a shelf life for it. Whoever asked you for it does: banks, lenders and other states' filing offices each set their own recency rule, and that window is theirs, not Minnesota's. Ask what it is, and order the certificate once you know.

Minnesota is direct about what its certificate means, and the sentence to take at face value is the office's own: the certificate confirms the business status on the day it is issued and does not guarantee that the business stays in compliance afterwards. That is a snapshot, not a subscription, and the state says so on the ordering page rather than leaving you to work it out. The practical consequence is the ordinary one but for a stated reason. If your annual renewal deadline falls between the day you order and the day the deal closes, the certificate does not become false, it just becomes a true statement about a day that has passed, and a careful counterparty will notice the gap. Order once the requester has named its window, and if the window is tight and your renewal is near, do the renewal first.

Using It Outside the United States

For use abroad, Office of the Minnesota Secretary of State will authenticate the certificate with an apostille for $5 per document.

Who to Ask in Minnesota

Business Services at the Office of the Minnesota Secretary of State issues the certificate, maintains the Business Record Details page you order it from, and takes the mailed Copy Request Form at the First National Bank Building on Minnesota Street in Saint Paul. Payment on the online route runs through the office's bank rather than through the office itself, so a card decline is a bank question before it is a Secretary of State question. The same office handles apostilles, which keeps an international order inside one agency. The Department of Revenue plays no part in the issuing test: Minnesota defines good standing entirely in terms of filings with the Secretary of State plus a payment that has been honored.

Sources

• sos.mn.gov/business-liens/business-copies-and-certificates/
• revisor.mn.gov/statutes/cite/5.12
• revisor.mn.gov/statutes/cite/5.26
• sos.mn.gov/notary-apostille/apostille-authentication/

Every figure on this page was read from a Minnesota government source, not from a formation service. Confidence in this record: high. See our editorial policy for how these are verified and corrected.