Good News: Minnesota LLCs Don't File Annual Reports
Unlike many states, Minnesota doesn't require LLCs to file annual reports or pay annual fees to the Secretary of State. Learn what compliance requirements you do need to meet.
Minnesota LLC annual reports are due Not required — missing the deadline adds a No annual report late fees - Minnesota doesn't require LLC annual reports late fee with a Not applicable - no annual reports required grace period. See details below.
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.
Ready to file your annual report?
Go directly to the Minnesota Secretary of State portal.
No annual report late fees - Minnesota doesn't require LLC annual reports
⏱
grace period
Not applicable - no annual reports required
🚨
dissolution timeline
Administrative dissolution only occurs for failure to maintain a registered agent or registered office
What Happens If You Miss the Deadline
Stage 1
No annual report filing required
Minnesota LLCs are not required to file annual reports with the Secretary of State
✓ Fix:Not applicable - no annual reports to file late
Stage 2
Failure to maintain registered agent
Minnesota may administratively dissolve your LLC if you fail to maintain a registered agent or registered office address
✓ Fix:Yes - update your registered agent information immediately with the Secretary of State
Stage 3
Administrative dissolution
LLC loses good standing status and ability to conduct business legally in Minnesota
✓ Fix:Yes - file for reinstatement within two years of dissolution
How to Fix It: Step-by-Step
1
Verify Your LLC Status
Check your LLC's current status on the Minnesota Secretary of State website at https://www.sos.state.mn.us to ensure it's in good standing
2
Update Registered Agent if Needed
If your LLC was dissolved for registered agent issues, file a Statement of Change of Registered Office/Agent to update your information
3
File for Reinstatement if Dissolved
If your LLC was administratively dissolved, file Articles of Reinstatement with the Secretary of State and pay the required reinstatement fee
4
Obtain Certificate of Good Standing
Request a Certificate of Good Standing from the Minnesota Secretary of State to verify your LLC's active status
🚨 Reinstatement After Dissolution
Reinstatement Possible?
Yes
How Long Allowed
Two years after administrative dissolution
Reinstatement Fee
Contact Secretary of State for current reinstatement fee
What You Lose During Dissolution
During dissolution period, the LLC loses liability protection, cannot conduct business, and may lose the right to use its name if another entity registers it
Frequently Asked Questions
Yes, Minnesota has eliminated the annual report requirement for LLCs, meaning you won't face late fees for missing filings that other states impose. The Minnesota Secretary of State no longer requires LLCs to submit annual reports or pay associated fees, which saves you both time and money compared to states charging $50–$300+ annually.
However, this doesn't eliminate all compliance obligations. You must still file biennial business registration renewals with the Minnesota Secretary of State every two years by December 31st using Form 5013, which costs $50. Missing this deadline triggers a $25 late fee, plus potential administrative dissolution of your LLC.
Additionally, Minnesota requires annual franchise tax filings with the Department of Revenue if your LLC earned income, regardless of the Secretary of State's annual report exemption.
This reduced reporting burden is a significant advantage for Minnesota LLC owners managing multiple entities. To stay compliant, mark your December 31st biennial renewal deadline in your calendar and file Form 5013 with the Secretary of State well before the cutoff.
Yes, a Minnesota LLC can be reinstated within two years of administrative dissolution by filing Articles of Reinstatement with the Minnesota Secretary of State and paying the required reinstatement fee of $50, plus any outstanding annual report fees and penalties owed.
To reinstate your dissolved LLC, you must submit the Articles of Reinstatement form directly to the Secretary of State's Office of Revisor of Statutes. This deadline is critical: reinstatement is only available within the two-year window following your dissolution date. Missing this window permanently closes reinstatement as an option.
This matters practically because reinstatement restores your LLC's legal status, allowing you to resume business operations, sign contracts, and maintain continuity of your business identity. However, reinstatement does not automatically resolve outstanding tax obligations or employment liabilities accrued during dissolution.
File your Articles of Reinstatement immediately through the Minnesota Secretary of State's website at sos.state.mn.us, and contact the Revisor's Office at (651) 296-2803 to confirm your dissolution date before submitting.
Minnesota doesn't require annual reports, so missing a filing deadline won't directly dissolve your LLC or strip liability protection. However, your protection remains at risk if you fail to meet other mandatory requirements that the Minnesota Secretary of State enforces.
If your LLC becomes administratively dissolved—typically for failing to maintain a registered agent, not filing a Articles of Organization amendment, or missing the biennial registered agent certification—you lose liability protection immediately. During dissolution, you're personally liable for business debts and lawsuits, defeating your LLC's core purpose.
The Secretary of State's Office can dissolve your LLC without warning if your registered agent resigns and you don't file a replacement within 30 days. This exposure continues until reinstatement, which requires filing a Reinstatement of Domestic Limited Liability Company form and paying a $125 reinstatement fee.
To protect your LLC status, verify your registered agent information annually on the Secretary of State's online system, even though formal annual reports aren't required. Contact the Minnesota Secretary of State at (651) 296-2803 if you're unsure about your LLC's current standing.
To check your Minnesota LLC's good standing status, visit the Minnesota Secretary of State website at https://www.sos.state.mn.us and use their free business search tool. Enter your LLC's name or file number to instantly see whether your entity is active, administratively dissolved, or has outstanding compliance issues.
This search reveals critical information: if your annual report is overdue, you'll see a "Not in Good Standing" designation, which can prevent you from opening business bank accounts, obtaining licenses, or enforcing contracts. Minnesota requires all LLCs to file an annual report by the last day of the month following their anniversary date—missing this deadline triggers a $25 late fee and potential administrative dissolution after 60 days of non-compliance.
Understanding your current status is essential because good standing affects your liability protection and business credibility. If you discover your LLC is not in good standing, immediately file the overdue report on the Secretary of State's website to restore compliance and avoid further penalties.
Failing to maintain a registered agent in Minnesota triggers automatic administrative dissolution of your LLC by the Minnesota Secretary of State. You must have a designated registered agent and office address continuously on file using Form 5014 (Change of Registered Agent/Office).
Without a registered agent, the Secretary of State cannot deliver official notices, dissolution documents, or tax correspondence to your business. This creates a critical compliance gap—you may miss important deadlines without realizing your LLC status has been revoked, exposing you to personal liability and preventing you from conducting business legally in Minnesota.
Once dissolved administratively, your LLC loses its liability protection immediately. You become personally responsible for business debts and obligations. Reinstating your LLC requires filing Form 5010 (Application for Reinstatement) with the Minnesota Secretary of State and paying a $100 reinstatement fee, plus any back annual report fees and penalties.
To avoid this outcome, verify your registered agent information is current on the Secretary of State's website today and update it immediately if your agent has changed or resigned.
