Guides
How this actually works in Minnesota
Ordered roughly the way you will hit them. Every statement of law names the provision it came from and the date someone last checked it.
Before you file
- What each Minnesota entity costs to start — and to keep aliveThe formation fee is the number everyone compares. The recurring cost is the number that actually differs, and for two entity types it never stops.
- Getting a name past the Secretary of State is not the same as owning itMinnesota asks only whether your name is "distinguishable upon the records." That is a much lower bar than trademark law, and clearing one says nothing about the other.
- The assumed name step almost everyone skipsFiling your DBA with the Secretary of State is only half the requirement. Minnesota also makes you publish it in a newspaper — and skipping that can stop your lawsuit cold.
Forming the entity
- Licensed professionals cannot form an ordinary LLC and split it with anyone they likeChapter 319B restricts who may own a Minnesota professional firm to a closed list of categories. An improper transfer is void — not voidable.
- Registered office and registered agentA P.O. box will not do, the address is public forever, and the consequence of getting it wrong is a judgment you never heard about.
- Minnesota public benefit corporations, and the letters you must put in your nameChapter 304A lets a for-profit corporation commit to a public purpose. The commitment is real, the name must say "GBC" or "SBC," and missing the annual report is the most expensive filing mistake in Minnesota.
Papering the deal
- What Minnesota law does if your operating agreement is silentChapter 322C fills every gap you leave — and two of its defaults are the opposite of what most founders assume.
- The filing that tells the world who can sign for your LLCA statement of authority is conclusive in favor of someone who relies on it — and for real estate, a recorded limitation binds everyone. Almost no Minnesota LLC files one.
- Taking money from friends and family is a securities transactionSelling part of your company is regulated whether or not you call it an investment. Minnesota has its own crowdfunding exemption, MNvest, with real dollar limits.
- When a member leaves, Minnesota does not buy them outChapter 322C terminates their management rights and converts them to a transferee holding economic rights only. Nobody has to write them a check — and they never go away.
Running the business
- Annual renewal is free, mandatory, and the easiest thing to lose a company overMost Minnesota entities pay $0 to renew. Miss it anyway and the Secretary of State dissolves you — then reinstatement costs money, and after six years it cannot be done online at all.
- How Minnesota owners lose the liability protection they paid forFiling the entity is not what protects you — behaving as though it exists is. Minnesota courts weigh eight factors, and most of them are bookkeeping.
- What a member can demand to see, and the ten-day clock it startsMinnesota gives LLC members a statutory right to company information — broad in a member-managed company, conditioned in a manager-managed one, and impossible to unreasonably restrict.
- Contractors: the notice you must give before you can ever file a lienMinnesota requires specific statutory language, in bold or capitals, in your contract or within ten days. Skip it and you do not have a lien — not a weaker one, none.
- Deadlock, oppression, and how a Minnesota LLC actually endsA 50/50 split with no tiebreaker has one exit, and it runs through a courthouse. Chapter 322C lets a court dissolve for oppressive conduct — or order a buyout instead.