What happens if I file my Minnesota LLC annual report late?

Minnesota does not charge a late fee, because it does not give you a late window. Miss December 31 and, under Minn. Stat. 322C.0208, the Secretary of State administratively terminates the LLC, or revokes a foreign LLC's authority to do business in the state. There is no penalty stage in between, so the free filing you skipped turns into a terminated entity rather than a bill. Getting the LLC back requires an Annual Reinstatement, which costs $25 by mail or $45 in person or online, and the annual renewal itself remains free. Minn. Stat. 322C.0706 lets a terminated LLC reinstate retroactively at any time by filing a single annual renewal with the $25 fee, restoring it as of the termination date. The practical advice is simple: the renewal is free and takes minutes, so file it in the fall rather than the last week of December, and file it at sos.mn.gov the moment you realize a year was missed.

How do I file my Minnesota LLC annual report?

Minnesota's annual filing is the Annual Renewal, filed online through the Minnesota Secretary of State's business filings system at sos.mn.gov. There is no fee, so there is no payment step at all. The deadline is December 31 of each calendar year, the same date for every LLC regardless of when you formed. Your first renewal is due in the calendar year after the year your articles of organization were filed, per Minn. Stat. 322C.0208, so an LLC formed in 2026 files its first renewal by December 31, 2027. The renewal asks you to confirm your LLC's name and file number, its registered office address, the registered agent, and current manager or member information. Nothing else is required, and there is no supporting documentation to attach. Missing the deadline does not produce a late fee. It produces administrative termination under Minn. Stat. 322C.0208, after which restoring the LLC takes an Annual Reinstatement at $25 by mail or $45 in person or online. Log in at sos.mn.gov, look up your LLC, confirm the details, and submit. Keep the confirmation as proof of timely filing.

How much does it cost to file a Minnesota LLC annual report?

The Minnesota annual renewal is free. The Secretary of State charges $0 to file it, whether your LLC is generating revenue or sitting dormant, which puts Minnesota among the cheapest states in the country to keep an LLC in good standing. The deadline is December 31 each year, starting the calendar year after the year you filed your articles of organization. There is no late fee for missing it, because Minnesota does not offer a late window. Under Minn. Stat. 322C.0208 the Secretary of State administratively terminates an LLC that fails to renew. That makes the real cost of the renewal the cost of forgetting it. Bringing a terminated LLC back requires an Annual Reinstatement, priced at $25 by mail or $45 in person or online. A free filing missed is the only way this line item ever costs you anything. Your next step: open your LLC's record at sos.mn.gov well before December 31, confirm the registered agent and office address, and submit the renewal.

When is my Minnesota LLC annual report due?

Every Minnesota LLC annual renewal is due by December 31, and the date is the same for all of them regardless of formation date. Minnesota does not use an anniversary-month system. The one timing rule that changes by LLC is the first year: under Minn. Stat. 322C.0208 the renewal obligation begins in the calendar year following the calendar year in which you filed your articles of organization, so an LLC formed in 2026 owes its first renewal by December 31, 2027, not by December 31, 2026. The filing costs $0 and is submitted through the Minnesota Secretary of State's business filings system at sos.mn.gov. There is no late fee if you miss December 31, and that is not good news: Minn. Stat. 322C.0208 has the Secretary of State administratively terminate the LLC instead, and reinstatement then costs $25 by mail or $45 in person or online. Set a recurring reminder for early December and file the renewal well before the holidays.

Are there any exemptions from filing annual reports in Minnesota?

No. Every active Minnesota LLC files the annual renewal, and the Secretary of State grants no exemption based on size, revenue, or activity level. A dormant LLC with no income files the same renewal as an operating one. The obligation runs as long as your LLC is on the Secretary of State's active rolls. The only timing exception is the first year: Minn. Stat. 322C.0208 starts the obligation in the calendar year after the year your articles of organization were filed, so a 2026 LLC first renews by December 31, 2027. The renewal costs $0 and is due by December 31 each year through the Secretary of State's online filing system. Failure to file does not generate a late fee; it results in administrative termination of the LLC under Minn. Stat. 322C.0208, which ends its authority to conduct business in Minnesota. An Annual Reinstatement at $25 by mail or $45 in person or online is what brings it back. To stay compliant, calendar December 31 every year and file the free renewal at sos.mn.gov a few weeks early, whether or not the LLC did any business that year.

LLC Guide

Minnesota LLC Annual Renewal Filing Made Simple

Minnesota's annual filing is the Annual Renewal. It costs $0 and is due by December 31 every calendar year after the year you form, and there is no late window if you miss it.

By Edmond Hui · Last updated: August 2026

Minnesota LLC annual reports are due December 31 and cost $0 to file. See details below.

Read this guide for another state:

Step diagram for filing the Minnesota LLC annual report, $0 filing fee, due December 31. — Filing the Minnesota annual report, with the state's own fee and deadline. Source: Minnesota Secretary of State.

Annual Report at a Glance

Due Date	December 31
Fee	$0
Filing Method	Online only
Late Penalty	No late fee, and no late window either: a missed December 31 goes straight to administrative termination
Sos Filing Url	https://www.sos.mn.gov/business-liens/business-forms-fees/minnesota-limited-liability-company-forms/

How to File

1
Visit the Minnesota Secretary of State website
Go to sos.mn.gov and open the business filings section to reach the online filing system for the LLC annual renewal. Your first renewal is not due in the year you form: under Minn. Stat. 322C.0208 the obligation starts in the calendar year following the year your articles of organization were filed, so an LLC formed in 2026 files its first renewal by December 31, 2027.
2
Locate your LLC in the system
Enter your LLC's name or file number to find your business record. You'll need your registered business information to proceed with the filing.
3
Complete the annual report form
Complete the annual renewal, updating your LLC's current information including registered office address, registered agent details, and member or manager information as required.
4
Review and submit your filing
Carefully review all information for accuracy, then submit the renewal on or before December 31. Minnesota charges no fee for the annual renewal, so there is nothing to pay at submission.
5
Save your confirmation
Print or save the confirmation page as proof of filing. Keep this documentation with your LLC records for future reference and compliance tracking.

Ready to file your annual report?

Go directly to the Minnesota Secretary of State portal.

File at Minnesota SOS →

This guide is general information, not legal or tax advice, and reading it does not create an attorney-client relationship. It reports what each state publishes about filing deadlines, fees, and the consequences of missing them, with the sources this page cites. It cannot tell you what your own company owes: the date turns on when and where you formed, states change these rules between our reviews, and in several states an entity-level tax falls due in a year when no report does. Confirm your own dates with the filing office named on this page before you rely on one here, because the penalty for missing a deadline can be administrative dissolution of the company.

Frequently Asked Questions

: Minnesota does not charge a late fee, because it does not give you a late window. Miss December 31 and, under Minn. Stat. 322C.0208, the Secretary of State administratively terminates the LLC, or revokes a foreign LLC's authority to do business in the state. There is no penalty stage in between, so the free filing you skipped turns into a terminated entity rather than a bill. Getting the LLC back requires an Annual Reinstatement, which costs $25 by mail or $45 in person or online, and the annual renewal itself remains free. Minn. Stat. 322C.0706 lets a terminated LLC reinstate retroactively at any time by filing a single annual renewal with the $25 fee, restoring it as of the termination date. The practical advice is simple: the renewal is free and takes minutes, so file it in the fall rather than the last week of December, and file it at sos.mn.gov the moment you realize a year was missed.
: Minnesota's annual filing is the Annual Renewal, filed online through the Minnesota Secretary of State's business filings system at sos.mn.gov. There is no fee, so there is no payment step at all. The deadline is December 31 of each calendar year, the same date for every LLC regardless of when you formed. Your first renewal is due in the calendar year after the year your articles of organization were filed, per Minn. Stat. 322C.0208, so an LLC formed in 2026 files its first renewal by December 31, 2027. The renewal asks you to confirm your LLC's name and file number, its registered office address, the registered agent, and current manager or member information. Nothing else is required, and there is no supporting documentation to attach. Missing the deadline does not produce a late fee. It produces administrative termination under Minn. Stat. 322C.0208, after which restoring the LLC takes an Annual Reinstatement at $25 by mail or $45 in person or online. Log in at sos.mn.gov, look up your LLC, confirm the details, and submit. Keep the confirmation as proof of timely filing.
: The Minnesota annual renewal is free. The Secretary of State charges $0 to file it, whether your LLC is generating revenue or sitting dormant, which puts Minnesota among the cheapest states in the country to keep an LLC in good standing. The deadline is December 31 each year, starting the calendar year after the year you filed your articles of organization. There is no late fee for missing it, because Minnesota does not offer a late window. Under Minn. Stat. 322C.0208 the Secretary of State administratively terminates an LLC that fails to renew. That makes the real cost of the renewal the cost of forgetting it. Bringing a terminated LLC back requires an Annual Reinstatement, priced at $25 by mail or $45 in person or online. A free filing missed is the only way this line item ever costs you anything. Your next step: open your LLC's record at sos.mn.gov well before December 31, confirm the registered agent and office address, and submit the renewal.
: Every Minnesota LLC annual renewal is due by December 31, and the date is the same for all of them regardless of formation date. Minnesota does not use an anniversary-month system. The one timing rule that changes by LLC is the first year: under Minn. Stat. 322C.0208 the renewal obligation begins in the calendar year following the calendar year in which you filed your articles of organization, so an LLC formed in 2026 owes its first renewal by December 31, 2027, not by December 31, 2026. The filing costs $0 and is submitted through the Minnesota Secretary of State's business filings system at sos.mn.gov. There is no late fee if you miss December 31, and that is not good news: Minn. Stat. 322C.0208 has the Secretary of State administratively terminate the LLC instead, and reinstatement then costs $25 by mail or $45 in person or online. Set a recurring reminder for early December and file the renewal well before the holidays.
: No. Every active Minnesota LLC files the annual renewal, and the Secretary of State grants no exemption based on size, revenue, or activity level. A dormant LLC with no income files the same renewal as an operating one. The obligation runs as long as your LLC is on the Secretary of State's active rolls. The only timing exception is the first year: Minn. Stat. 322C.0208 starts the obligation in the calendar year after the year your articles of organization were filed, so a 2026 LLC first renews by December 31, 2027. The renewal costs $0 and is due by December 31 each year through the Secretary of State's online filing system. Failure to file does not generate a late fee; it results in administrative termination of the LLC under Minn. Stat. 322C.0208, which ends its authority to conduct business in Minnesota. An Annual Reinstatement at $25 by mail or $45 in person or online is what brings it back. To stay compliant, calendar December 31 every year and file the free renewal at sos.mn.gov a few weeks early, whether or not the LLC did any business that year.

Sources

Each entry below is a document recorded in our verified Minnesota sources, and each entry says what the document is. Some statutory text is read from an accurate mirror rather than from the state's own host, and those say so.

sos.mn.gov/business-liens/business-forms-fees/minnesota-limited-liability-company-forms/Minnesota Secretary of State: business entity filings
revisor.mn.gov/statutes/cite/322C.0208Minnesota statute: Annual Renewal
sos.mn.gov/business-liens/renewals/Minnesota agency guidance: Annual Renewal

Formation Services Compared

Forming an LLC in Minnesota?

See how Northwest Registered Agent, Bizee, ZenBusiness and LegalZoom, the formation services we partner with, compare on 3-year cost, BBB rating and Trustpilot score before you choose.

Compare Services →

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.

Annual Report at a Glance

How to File

Visit the Minnesota Secretary of State website

Locate your LLC in the system

Complete the annual report form

Review and submit your filing

Save your confirmation

Frequently Asked Questions

Sources

More Minnesota LLC Guides

Related guides