Minnesota Limited Liability Company Articles of Organization

Last Revised: August 9, 2019.

About this Form

An articles of organization form is the document that one must complete and submit to the state to establish the creation of an LLC within Minnesota. It sets forth the name of the proposed company and contact information for its registered agent, among other details. It may include other provisions, provided that they are not inconsistent with state law. The purchased version of this form is guaranteed compliant with the laws of the state of Minnesota. It comes complete with instructions and filing information for creating an LLC within the state.

Accepted Filing Methods

Minnesota accepts the filing of an articles of organization form via U.S. mail, in-person delivery, or online via the Secretary of State's online system for e-filing documents.

Name Availability & Requirements

The requirements for naming an LLC within the state are set forth in Minn. Stat. § 322C-0108. The name of the LLC must contain the words "limited liability company," the abbreviation "LLC" or, if organized to offer professional services, the words "Professional Limited Liability Company," or the abbreviation "P.L.L.C." or "P.L.C.". The name must be distinguishable from those of all other entities on file with the state. It may not infringe on any active trademark or service mark registered with the state or the U.S. Patent and Trademark Office. One may search online the USPTO's trademark database.

One may determine the availability of a proposed business name for use within Minnesota by querying the state's official Business Entity Search tool. As a rule of thumb, the state will consider a proposed business name available if the first two words of the name do not match the first two words of that of any other entity authorized to conduct business within the state.

Required Fees

Minnesota imposes a fee of $155 for the filing of an articles of organization form in-person or online filings. It imposes a fee of $135 if submitted by mail. Submissions made in-person or online are handled on an expedited basis. Minnesota requires the filing of an annual renewal report and imposes no fee unless filed after the annual deadline of December 31.

Statutory Authority & Requirements

The statutory authority for an LLC within the state is the Minnesota Revised Uniform Limited Liability Company Act (Minn. Stat. § 322C-0101 et seq.).

The statutory requirements for a valid articles of organization filing are codified in Minn. Stat. § 322C-0201. The text of the statutes read as follows:

§ 322C.0201.  FORMATION OF LIMITED LIABILITY COMPANY; ARTICLES OF ORGANIZATION.

Subd. 1. Organizers. One or more persons may act as organizers to form a limited liability company by signing and filing with the secretary of state articles of organization.
Subd. 2. Required contents of articles of organization. Articles of organization must state:
(1) the name of the limited liability company, which must comply with section 322C.0108;
(2) the street address of the initial registered office and, if the limited liability company has an agent for the service of process, the name of the agent for service of process of the company at the registered office; and
(3) the name and street address of each organizer.
Subd. 3. Optional contents of articles of organization. Subject to section 322C.0112, subdivision 3, articles of organization may also contain statements as to matters other than those required by subdivision 2. However, a statement in articles of organization is not effective as a statement of authority.
Subd. 4. Formation. (a) A limited liability company is formed when articles of organization have been filed with the secretary of state accompanied by a payment of $135.
(b) Except in a proceeding by this state to dissolve a limited liability company, the filing of the articles of organization by the secretary of state is conclusive proof that the organizer satisfied all conditions to the formation of a limited liability company.
(c) The formation of a limited liability company does not by itself cause any person to become a member. However, this chapter does not preclude an agreement, made before or after formation of a limited liability company, which provides that one or more persons will become members, or acknowledging that one or more persons became members, upon or otherwise in connection with the formation of the limited liability company.