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Minnesota Limited Liability Company Forms


The following Minnesota Limited Liability Company (LLC) forms are available in pdf:


 

Use this form to register a Minnesota Limited Liability Company. One or more persons may form a Minnesota Limited Liability Company (LLC) under Chapter 322C by filing Articles of Organization. 

NOTE: If forming a Minnesota Limited Liability Company that will be a "Professional Firm", additional language is required in your articles. A Professional Firm must state that the firm elects to operate under and is subject to Section 319B.01 to 319B.12 or that the firm elects to operate under and is subject to the Minnesota Firms Act. The firm must include a list the professional service(s) the firm is authorized to provide.

Types of Professional Firms: See List

    • Accountancy
    • Architecture
    • Certified Interior Design
    • Chiropractic
    • Dentistry & Dental Hygiene
    • Engineering
    • Geoscience
    • Landscape Architecture
    • Law
    • Marriage & Family Therapy
    • Medicine & Surgery
    • Optometry
    • Pharmacy
    • Physician Assistant
    • Podiatric Medicine
    • Professional Counseling
    • Psychology
    • Registered Nursing
    • Social Work
    • Surveying
    • Veterinary Medicine

For additional requirements, please check Minnesota Statutes, Chapter 319B.01 to 319B.12. (Minnesota Statues, Chapter 319B.01 to 319B.12.)

Articles of Organization for a LLC.pdf

 


 

Use this form to register a Minnesota Nonprofit Limited Liability under Chapter 322C.

A Nonprofit Limited Liability company that wishes to apply for tax exempt status 501 (c) (3) to the Revenue Services (IRS), should not use this form for its articles due to the fact that the IRS has additional language requirements. Additional information on the language requirements can be obtained from the IRS publication 557 at http://www.irs.gov/charities.

Nonprofit LLC Articles of Organization.pdf

 


 

Use this form to amend or modify the articles of organization. The amendment of articles must specify what were adopted and which article(s) being amended or added. The corporation must be in good standing to file an amendment to articles

Amendment of Articles (LLC).pdf

 


 

Use this form to file your annual renewal once every calendar year. There is no fee for filing the annual renewal if the entity is active and in good standing. An entity that has been dissolved by our office for failure to file an annual renewal, may retroactively reinstate its existence by filing the current year’s renewal and pay the applicable fee. If changes to the business name or registered office and/or agent, an amendment form is required.

Annual Renewal (LLC).pdf

 


 

Use this form to change the registered office address and/or add or remove a registered agent. If you are removing an agent, you must put “none” in the space provided for the agent’s name. A registered office address in Minnesota is required. A post office box by itself is not acceptable. If designating a registered agent, it must be a person residing in Minnesota, a Minnesota entity, or foreign entity authorized to do business in this state.  

Change of Registered Office/Agent.pdf

 


 

A consent form is required if there is a conflict between the business name you are filing and an existing business name. The existing business needs to consent to your use of the name. A consent form needs to be submitted along with the original filing or amendment you wish to record.

Consent to Use of Name.pdf

 


The following Minnesota Limited Liability Company forms are available for companies governed under Chapter 322B only:


 

Use this form to convert a Minnesota Limited Liability Company into another organization under Chapter 322B. You must include a copy of the proposed Articles of Incorporation or Articles of Organization for the new entity.

Articles & Plan of Conversion.pdf

 


 

Use this form to dissolve the Limited Liability Company under chapter 322B when contribution has not been accepted.
See Minnesota Statutes, Section 322B.803

Dissolution when Contribution have NOT been Accepted (322B LLC).pdf

 


 

Use this form Notice of Dissolution when the Limited Liability Company is in the process of dissolving. Filing the Notice of Dissolution does not dissolve the limited liability company. In order to complete the dissolution, you need to file Articles of Termination under Minnesota Statues, section 322B.816 or 322B.82.

Notice of Dissolution (322B LLC).pdf

 


 

Articles of Termination filed under Minnesota Statutes, section 322B.816 or 322B.82 is used to terminate a Limited Liability company that has accepted contributions and must have filed or be accompanied by a Notice of Dissolution filing.

Dissolution when Contributions have been Accepted (322B LLC).pdf

 


The following Minnesota Limited Liability Company forms are available for companies governed under Chapter 322C only:


 

Use this form to convert a Minnesota Limited Liability Company into another organization under Chapter 322C. You must include a copy of the proposed Articles of Incorporation or Articles of Organization for the new entity.

Articles of Conversion under Chapter 322C.pdf

 


 

The Statement of Dissolution does not dissolve a Limited Liability Company. In order to file this form, the organization must have already been dissolved by an event listed in Minnesota Statutes 322C.0702. A separate Statement of Termination form under Minnesota Chapter Statutes 322C.0702 is required in order to cancel that registration.

Statement of Dissolution (322C LLC).pdf

 


 

Use this form if you wish to terminate the Limited Liability Company under Minnesota Chapter Statutes 322C.0702.

Statement of Termination (322C LLC).pdf

 


Use this form if you wish to domesticate to or from another jurisdiction by Chapter 322C.

322C Domestication.pdf 

 


 

 

See Minnesota Statutes, Chapter 322B and Chapter 322C for Limited Liability Company (LLC) filing information

 

Many of these services are available online. Go here to use our online system, or go here for instructions.

Either bring the form to our office or mail it to:

MN Secretary of State
60 Empire Drive
Suite 100
Saint Paul, MN 55103

Staffed 8:00 - 4:00
Monday - Friday