How to Start a Foreign LLC in Minnesota (Step-by-Step Guide)

If you have an LLC in Minnesota and want to expand your business beyond Minnesota, you must form a foreign LLC. Any business, especially a limited liability company, located in other states, starts its operation in Minnesota, must file a foreign LLC in Minnesota. To do so, every LLC needs to file additional filing documents, along with tax and relevant documents with the Minnesota government.

In this article, you’ll be reading about how to start a foreign LLC in Minnesota. Along with that, the page guides you through the steps involved in managing and maintaining a foreign LLC in Minnesota after you form it.

Forming a Foreign LLC in Minnesota

A foreign LLC does not need to be a company from another country but a business formed under the laws of another state. If you register your LLC in one state and operate your business in Minnesota, you probably need to register your LLC as a foreign entity here. Imagine, if your family owns a sushi restaurant in Alabama and you want to expand the chain somewhere in Texas, you must establish your restaurant in Texas as a foreign entity.

Anyone who has an active and in good standing LLC anywhere (except for Minnesota) and wants to expand their operations in Minnesota can file their LLC as a foreign entity. To start a foreign LLC in Minnesota, you need to register it with the Minnesota Secretary of State. Every state has a different rule for establishing a foreign LLC. Here are the steps to follow in Minnesota for registering a foreign LLC.

Note: These are generic steps to file a foreign LLC in Minnesota. Make sure to check with the State Secretary of State, before you start filing your business. – LLCBuddy Team

Step 1: Get the Certificate of Good Standing From Home State

Before you proceed to register your LLC in Minnesota as a foreign entity, you must get the Certificate of Good Standing issued from your home state SOS. This is an important document to register an LLC in a foreign state.

If your LLC is originally registered in Minnesota, then you must obtain the Certificate of Good Standing from Minnesota Secretary of State. If your LLC is in other states, the name of the same document might be different. Every LLC, registered in any state other than Minnesota must get this document to register a foreign LLC in Minnesota.

Filing Certificate of Good Standing: In Minnesota, you can order the Certificate of Good Standing via online or by mail. For the online order, you must visit the Search Business and Order Certificate page. Search your business by name and get the details of the business. On the top of the page, there is a button ‘Order Certificate’. Click on it to order your original certificate. To obtain the Certificate by mail, submit the Certificate Request Form to the State SOS address.

Step 2: Choose Minnesota Foreign LLC Name

Obtain a name reservation certificate and submit it with your foreign qualification requirements to the Minnesota Secretary of State. Your LLC’s legal name outside of Minnesota will be listed on the application, along with the name it will use in Minnesota. Take note of the requirements for naming your LLC.

You can use the same name as your domestic LLC name, however, that name should be available in Minnesota to use. Check name availability at Minnesota’s business entity names and reserve your LLC name. There are a bunch of LLC naming guidelines in Minnesota when it comes to forming a foreign LLC. Check the guidelines before you name your business.

Step 3: Select Minnesota Foreign LLC Registered Agent

A registered agent is a person responsible for receiving all official and legal documents on behalf of your company, whether it is located domestically or in a foreign state. For a foreign LLC in Minnesota, you must have a registered agent from Minnesota only. No matter where your domestic LLC is located, you must hire a registered agent from Minnesota for your foreign LLC.

You’ll need a registered agent to form a foreign LLC in Minnesota and take note that the Minnesota Registered Agent must have a local address. Here are the best LLC services on our list that will provide you with registered agents to ease your worries:

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Step 4: File Application for Registration for Minnesota Foreign LLC

The most important step is to send the application for registration with Minnesota SOS. Download the PDF form from the Minnesota Secretary of State website or file it online (whichever method is available). The form must be filled out with the following details:

LLC’s full legal name.
A fictitious name or a DBA (only if your LLC’s legal name is not available); Attach a statement of adoption of the fictitious name signed by all LLC members.
- DBA filing method in Minnesota: three methods, online, by mail, and in person filing.
- Online: For online filing, check the Minnesoota Secreatry of State. There, look for the “Assumed Names” section. You will get the registration form.
- Offline: For filing offline, you must send the downloaded PDF form or drop it off in person at the Minnesota Secretary of State – Business Services, Retirement Systems of Minnesota Building, 60 Empire Drive, Suite 100, St Paul, MN 55103
- DBA filing fee in Minnesota: $50 for online filing and $30 for offline filing
LLC’s principal office and mailing addresses
LLC formation state and date.
Registered agent’s name and address in Minnesota.
Date when your LLC will start operations in Minnesota.
Credit card information is on the last page of the form for the application fee.

Online Filing

To file a foreign LLC in Minnesota online, you must Sign in to SOS. If you’re not yet registered with the portal, then Create an Account and go to the ‘Business Filings Online’ section to find the ‘Limited Liability Company (Foreign)’ form to start filing your LLC in Minnesota as a foreign entity.

Offline Filling

For offline filing of a foreign LLC in Minnesota, you must get the PDF form first. Download the Foreign LLC Registration Form from the link, fill up the form with the information related to your domestic LLC. Make sure other supporting documents are updated and ready to submit along with the form. The form shall be sent to the SOS address at Minnesota Secretary of State — Business Services, Retirement Systems of Minnesota Building, 60 Empire Drive, Suite 100, St Paul, MN 55103, by mail or in-person visit.

Foreign LLC Registration Fee in Minnesota: The cost of foreign LLC filing in Minnesota is $205. The payment must be made through Credit Cards or checks for the offline filing.

The LLC cost in Minnesota, even for foreign LLCs will differ between online filing and by mail. Also, read about what’s the major difference between Minnesota’s domestic and foreign LLCs.

Step 5: Determine How Your Minnesota Foreign LLC is taxed

Foreign LLCs are also subjected to the Minnesota Business Privilege Tax and must file LLC annual reports each year. If you have a single-member foreign LLC then it will be considered as a ‘disregarded LLC’ by IRS. That means the LLC will not be regarded as a company but it will be taxed as an individual (the owner). If you already have an LLC in the home state, you must have obtained the EIN as well. You don’t need to obtain the EIN in Minnesota for a foreign LLC separately as it is issued from the IRS.

For other types of LLCs (member-managed or manager-managed LLCs), it will be a ‘pass-through taxation‘ where the LLCs don’t get taxed separately, instead, the members and managers are taxed based on their personal income. So, foreign LLCs are taxed as same as domestic LLCs in Minnesota. However, it is recommended to check with the Minnesota Secretary of State for state-wise taxes.

Note that forming a foreign LLC would be good for your business as you can legally operate in a different state thus reaching a larger market and opening more opportunities for higher profit.

Filing Minnesota Foreign LLC Online – Quick Recap

Get the Certificate of Good Standing from your home state where your LLC is originally registered
Check if the name of your LLC is available in Minnesota to use for your foreign LLC. If not, file DBA name with Minnesota SOS.
Get a registered agent in Minnesota to represent your foreign LLC in Minnesota. Recommended, professional help instead of being your own registered agent.
File the Application of Foreign LLC with the Minnesota Secretary of State following the mentioned method(s) above.
Make the processing fee.

BOI Reporting

According to the Corporate Transparency Act, every LLC (or business) has to send a BOI reporting to the Financial Crimes Enforcement Network (FinCEN). Once you establish an LLC and if it is enlisted under the list of reporting companies, you must file your BOI report in Minnesota with the FinCEN.

After Forming Minnesota Foreign LLC

Here are added things you need to accomplish after forming your Minnesota Foreign LLC

Obtain Business Licenses. Find the business licenses you’ll need using the Business License Search. You can contact the license office at Minnesota Secretary of State.
File LLC annual reports and Business Privilege Tax. You must file an Annual Report before the stipulated time frame after forming your LLC in Minnesota. Here’s everything about Minnesota LLC Annual Reports.
Pay State Taxes like sales tax; you’ll need an EIN for your LLC.

FAQs

What are the steps to forming a foreign LLC in Minnesota?

To form a foreign LLC in Minnesota, you will need to file an Application for Certificate of Authority with the Minnesota Secretary of State, appoint a registered agent in Minnesota, and pay the required filing fees.

Who can serve as a registered agent for a foreign LLC in Minnesota?

A registered agent for a foreign LLC in Minnesota must be an individual resident of Minnesota or a corporation authorized to do business in Minnesota.

What is the filing fee for registering a foreign LLC in Minnesota?

The filing fee for registering a foreign LLC in Minnesota is $220.

Are there any annual reporting requirements for foreign LLCs in Minnesota?

Yes, foreign LLCs in Minnesota are required to file an Annual Renewal each year with the Minnesota Secretary of State.

Can a foreign LLC in Minnesota own real estate in the state?

Yes, a foreign LLC in Minnesota can own real estate in the state.

Do I need to obtain a separate state business license for my foreign LLC in Minnesota?

Depending on the nature of your business, you may need to obtain additional state business licenses and permits for your foreign LLC in Minnesota.

Can I convert my foreign LLC to a regular LLC in Minnesota?

Yes, you can convert your foreign LLC to a regular LLC in Minnesota by filing the necessary paperwork with the Minnesota Secretary of State.

What are the requirements for naming my foreign LLC in Minnesota?

The name of your foreign LLC in Minnesota must be distinguishable from all other business entities registered in the state.

How long does it take to form a foreign LLC in Minnesota?

The processing time for forming a foreign LLC in Minnesota can vary, but it typically takes around 5-7 business days.

Can I operate my foreign LLC in Minnesota without a Certificate of Authority?

No, it is illegal to operate a foreign LLC in Minnesota without obtaining a Certificate of Authority from the Secretary of State.

Do I need to publish a notice in a newspaper when forming a foreign LLC in Minnesota?

No, there is no publication requirement for foreign LLCs in Minnesota.

Can I operate my foreign LLC in Minnesota from out of state?

Yes, you can operate your foreign LLC in Minnesota from an out-of-state location.

Can I change the name of my foreign LLC in Minnesota after it has been registered?

Yes, you can change the name of your foreign LLC in Minnesota by filing an Amendment with the Secretary of State.

What tax obligations does a foreign LLC have in Minnesota?

Foreign LLCs operating in Minnesota are subject to state taxes on income generated within the state.

Do foreign LLCs in Minnesota need to obtain workers’ compensation insurance?

Yes, foreign LLCs in Minnesota with employees are required to carry workers’ compensation insurance.

Can I be my own registered agent for my foreign LLC in Minnesota?

Yes, you can serve as the registered agent for your foreign LLC in Minnesota if you meet the residency or authorization requirements.

Is there a minimum capital requirement to form a foreign LLC in Minnesota?

No, there is no minimum capital requirement to form a foreign LLC in Minnesota.

Can I transfer my foreign LLC from another state to Minnesota?

Yes, you can transfer your foreign LLC from another state to Minnesota by filing the appropriate paperwork with the Secretary of State.

Can I dissolve my foreign LLC in Minnesota?

Yes, you can dissolve your foreign LLC in Minnesota by filing Articles of Termination with the Secretary of State.

Are foreign LLCs in Minnesota subject to state sales tax?

Yes, foreign LLCs in Minnesota may be required to collect and remit state sales tax on applicable products and services.

Can I add members to my foreign LLC in Minnesota after it has been formed?

Yes, you can add members to your foreign LLC in Minnesota by amending your operating agreement.

Are foreign LLCs in Minnesota required to have a physical office in the state?

Foreign LLCs in Minnesota are not required to have a physical office in the state, but they must maintain a registered agent.

Do foreign LLCs in Minnesota need to have a Minnesota business address?

Yes, foreign LLCs in Minnesota must provide a Minnesota business address for legal correspondence.

Can I convert a foreign corporation to a foreign LLC in Minnesota?

Yes, you can convert a foreign corporation to a foreign LLC in Minnesota by following the conversion process outlined by the Secretary of State.

Can I operate multiple businesses under one foreign LLC in Minnesota?

Yes, you can operate multiple businesses under one foreign LLC in Minnesota as long as they are related activities.

Can I use a DBA (Doing Business As) name for my foreign LLC in Minnesota?

Yes, you can use a DBA name for your foreign LLC in Minnesota as long as the name is registered with the Secretary of State.

Do foreign LLCs in Minnesota need to file state tax returns?

Yes, foreign LLCs operating in Minnesota are required to file state tax returns if they have income generated within the state.

Can I convert my foreign LLC to a different entity type in Minnesota?

Yes, you can convert your foreign LLC to a different entity type in Minnesota by filing the necessary paperwork with the Secretary of State.

Are foreign LLCs in Minnesota subject to annual fees or franchise taxes?

Yes, foreign LLCs in Minnesota are subject to annual fees and franchise taxes based on their net income earned in the state.

What is a foreign LLC in Minnesota?

A foreign LLC is a limited liability company that is formed in a state other than Minnesota but chooses to do business in Minnesota.

In Conclusion

Having a foreign LLC in Minnesota is nothing but expanding your business legally beyond the boundary of your domestic or home state. Starting a foreign LLC in Minnesota does not require a lot of documentation or tasks. However, it is always good to seek help from a professional when it comes to running your business. From getting the Certificate of Good Standing to hiring a registered agent in Minnesota, a professional or attorney can always be a perfect help. ZenBusiness is one of the most accurate and user-friendly services that offer a bunch of LLC formation services. They offer LLC formation for $0 (excluding the state formation fee).

The cost of registering a foreign LLC in Minnesota can vary depending on a range of factors. While the initial registration fees and ongoing expenses can be a significant investment, many companies find that the benefits of establishing a presence in the state outweigh the costs. By carefully considering the expenses involved and budgeting accordingly, companies can ensure that their foreign LLC in Minnesota is a success.