Filing Your Annual Report in Minnesota

Congratulations, you’re a Minnesota business owner! You’ve taken the major steps to get your business launched, like writing a business plan and perhaps registering with the state. And for limited liability companies (LLCs) and corporations, it’s time to file your first Minnesota annual report.

Filing your annual report can be worrying, especially considering that failure to file on time can come with late fees or even dissolution of your LLC or corporation status.

Minnesota’s filing requirements can be taken care of online. This guide will provide you with the full picture on why you need to file an annual renewal and the information needed to complete it.

What is a Minnesota annual report?

Minnesota requires LLCs and corporations to file an annual renewal, known in other states as an annual report. The filing provides the state government with up-to-date information about your business. Foreign and domestic corporations and LLCs are required to file an annual renewal. Domestic nonprofits are also required to file.

You can file in person or by mail if preferred, but filing online via the Business Filings Online digital portal is the easiest approach. Typically, the Minnesota Secretary of State sends a reminder in the mail several months before your annual renewal is due on December 31. However, it’s your responsibility to file, so don’t rely on the reminder.

Minnesota Annual Report for Corporations vs LLCs

LLCs and corporations are both required to file annual renewals by Minnesota state law. Filing requirements for both business entity types are similar, with the option to file online or via paper form. 

For foreign and domestic LLCs, filing costs $0. Filing is also free for nonprofits and domestic corporations. For foreign corporations, there is a $135 fee to file in-person or online, and $115 to file by mail.

Where do I file my Minnesota annual report? 

Both corporations and LLCs have the option to file annual reports by mail, in-person, or online in Minnesota. If you’re filing in-person or by mail, you can download and print out the annual renewal forms for LLCs and corporations on the Business Forms & Fees page on the Minnesota Secretary of State website.

You won’t have to pay a fee as long as you file on time and your business is in good standing with the state. If you have a foreign corporation or need to reinstate a dissolved business, you’ll need to pay a filing fee of $135 online or $115 by mail. Make your check payable to the Minnesota Secretary of State. 

You can drop off your paperwork in person (between 8 a.m. and 4 p.m., Monday through Friday, excluding holidays) or submit it by mail to the Minnesota Secretary of State, Business Services.

(Note: Times and days may be subject to COVID-19 restrictions.) 

Filing online via the Business Filings Online page is easy. If you haven’t filed online previously, you’ll need to create an account.

• Once logged in, search for your business by name or file number
• In the search results, click on “Details” next to your business name
• Click on “File Amendment/Renewal” on the Business Record Details page

For express service with faster processing, you’ll download, fill out, and upload a PDF.

If you change your LLC or corporation name, office address, or registered agent, you’ll need to submit an amendment with your annual renewal. Like the annual renewal, you can fill out your amendment form online via the Business Filings Online page. To make these changes in person or in the mail, print and complete the amendment form and submit it alongside your annual renewal. Filing an amendment by mail comes with a $35 fee. The fee for online filing is $55. Expedited filing, which must be done in person, is also $55.

When is the Minnesota annual report due?

In Minnesota, the due date for filing an annual renewal is the same for all foreign and domestic LLCs and corporations: December 31.

How much does the Minnesota annual report cost?

The Minnesota government charges different rates for each business type to file an annual renewal. There are no late penalties associated with annual renewals in Minnesota. 

• Domestic and foreign LLCs pay $0 to file an annual renewal. 
• Domestic corporations pay $0 to file an annual renewal.
• Foreign corporations pay $115 to file in-person or via mail and $135 to file online. 

What information do I need to file my Minnesota annual report?

LLCs and corporations are required to provide similar information to complete their annual renewals.

For LLCs, this includes: 

• File number issued by the Minnesota Secretary of State
• The home state or jurisdiction in which the business is organized
• Official business name and any alternate names registered in Minnesota
• Registered agent, if applicable (Domestic LLCs are not required to have a registered agent, but if they do have one, they’re required to provide info.)
• Registered office address
• The complete street address or rural route box number of the principal executive office address
• Name and business address of manager or person exercising the principal functions of the chief manager of the LLC
• Email address and daytime phone number of a person who can be contacted about the annual renewal 

And for corporations:

• File number issued by the Minnesota Secretary of State
• The home state or jurisdiction in which the business is organized
• Corporate name filed with the Secretary of State
• Registered office address
• Registered agent (Domestic corporations are not required to have a registered agent, but if they do have one, they’re required to provide info.)
• Name and business address of Chief Executive Officer or other person who carries out the day-to-day functions of the CEO of the corporation
• Email address and daytime phone number of a person who can be contacted about the annual renewal  

What happens after I file my Minnesota annual report?

Once your Minnesota annual renewal is submitted, you won’t need to deal with it again until the following year. Your annual renewal will be processed immediately if filed online or in-person, and in approximately 4 to 7 days if filed by mail. After processing is complete, the office of the Secretary of State will send a confirmation email with a download link so you can save a copy of your filing for your records. 

What if I miss the deadline to file my Minnesota annual report?

The state of Minnesota does not charge a late fee for failing to file by December 31. Unlike most states, however, you are not given an extended period of time to file after the due date. That means as of January 1, your business entity will be statutorily dissolved and no longer recognized as an LLC or corporation in Minnesota. Dissolved companies lose their LLC or corporate status and liability protections.

If your business becomes statutorily dissolved, you can get it retroactively reinstated by filing the current year’s renewal and paying a fee. The fee for reinstatement is $25 if you file by mail and $45 if filed in person or online. 

Who do I contact if I have issues filing my Minnesota annual report?

You can contact the Secretary of State’s Business Services Department directly for support. Phone lines are open 9 a.m. to 4 p.m., Monday through Friday. You can also reach Business Services via email.