Address of state office for filing:
Minnesota Secretary of State
Corporate Division
180 State Office Building
100 Rev. Dr. Martin Luther King Jr. Blvd.
St. Paul MN 55155-1299
Telephone: 651-296-2803
State web address: http://www.leg.state.mn.us/
State law reference: Minnesota Statutes Annotated, Chapter 322B.
Title of filing: Articles of Organization.
Filing Fee: $160
Name requirements: The official name must contain the words “Limited Liability Company” or the abbreviation “LLC.”
(Section 322B.12). A company name may be reserved for a renewable 12-month period for a fee of $35. (Section 322B.125).
Organizer requirements: A limited liability company may be organized by one person. The organizer must be a natural person. (Section 322B.105)
Articles of Organization requirements: Articles of Organization must contain the following: (1) name of company, (2) registered
office address, (3) name of registered agent, if any, (4) names and addresses of organizers, (5) duration of company, if less than
perpetual, and (6) any additional matters. (Section 322B.115(1)).
Annual report requirement: Yes, annual renewal is required to be filed with the Secretary of State. Failure to file by December
31 results in termination or revocation of the company. (Section 322B.960).
Publication requirement: No.
Effective date of limited liability company organization: On the date of official approval of Articles of Organization, the
company becomes a legal entity and the members are shielded from personal liability. The effective date may be delayed by up
to 30 days if so stated in the Articles. (Section 322B.175).
Membership requirements: Minimum number required is one. The member may be a natural person or a business entity.
(Sections 322B.11, 322B.03).
Other: A Minnesota limited liability company is required to have a registered office, but naming a registered agent is optional. (Section 322B.13). Also, section 322B.115(2) lists twenty-two different provisions that will govern a limited liability company unless modified in the Articles or a member control agreement. For example, unless stated otherwise in the Articles, cumulative voting for governors is allowed, (Section 322B.115(2)(4)), a member is not subject to expulsion (Section 322B.115(2)(18)), written actions of the board of governors or members taken without a meeting must be signed by all governors or members. (Sections 322B.115(2)(6), 322B.115(2)(16)), and members have no right to receive distributions in kind and the company has only limited rights to make distributions in kind. (Section 322B.115(2)(17). For a complete list of the provisions, see Section 322B.115(2)). Finally, the Articles of Organization must disclose whether the LLC owns, leases, or has any interest in agricultural land or land capable of being farmed.
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