Minnesota Secretary Of State - Foreign Limited Liability Company Forms
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Foreign Limited Liability Company Forms


The following Foreign Limited Liability Company (LLC) Chapter 322C forms are available in pdf:


In order to transact business in Minnesota as a foreign Limited Liability Company, a Certificate of Authority is required. A registered office address in Minnesota and a Registered Agent is required. For further information, please check Statutes 322C.

Certificate of Authority to Transact Business in MN (LLC). pdf

NOTE: If forming a Foreign Limited Liability Company that will be a "Professional firm", additional language is required in your certificate of authority. A Professional firm must state 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 of the professional service 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.)


Use this form to change the registered office address and/or change a registered agent. A registered office address in Minnesota and a Registered Agent 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


The amendment form can be used to update the registration to reflect the following changes; the business name (in Minnesota or its home jurisdiction), registered office address, registered agent, home office address, principal place of business address, election/rescission of professional firm status, and the LLCs home jurisdiction. The manager and principal executive office address information cannot be updated with this form. It is solely updated on the annual renewal filing.

 Foreign LLC Amendment.pdf


Use this form if the Foreign Limited Liability Company has ceased to transaction business in Minnesota. Name and address of the individual or company is required to forward any Service of Process served upon the Secretary of State in Minnesota. For further information or requirements, please see Minnesota Statutes 322C.

Withdrawal from Minnesota (LLC).pdf

 


Use this form to file your annual renewal once every calendar year. 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.
Use this form to:

Annual Renewal (LLC).pdf

 


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

322C Domestication.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


Use this form to change the official email address that was provided in your filing. This email address may be used to send annual renewal reminders and other important notices that may require action or responses.

Change of Official Email Address.pdf

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