How to Amend Articles of Organization in Minnesota (2024)


Steve Goldstein
Steve Goldstein
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Steve Goldstein runs LLCBuddy, helping entrepreneurs set up their LLCs easily. He offers clear guides, articles, and FAQs to simplify the process. His team keeps everything accurate and current, focusing on state rules, registered agents, and compliance. Steve’s passion for helping businesses grow makes LLCBuddy a go-to resource for starting and managing an LLC.

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Amend Minnesota Articles of Organization

Amendment of Articles of Organization is required when you make changes to your LLC. While forming an LLC in Minnesota, you must file the formation document. At some point in time, if you might need to update/change any of the information shared in the Articles of Organization, you must file the Articles of Amendment with Minnesota SOS.

To amend your Minnesota Articles of Organization, you will need to follow a specific process, which typically involves filling out a form, paying a fee, and submitting the amended articles to the Minnesota SOS. The process is not a lengthy one. In this article, LLCBuddy editors shared how to amend Minnesota Articles of Organization without any hassle. Note that the process explained here is a generic process. It is recommended to consult a professional or attorney beforehand.

What is Articles of Organization in Minnesota?

The Articles of Organization is a document that is required to form an LLC in Minnesota. The document must be submitted online or by mail to the Minnesota Secretary of State. Certain details need to be added while filing the Minnesota Articles of Organization. The following are the points to be added to the formation document at the time of LLC registration-

articles of organization
  • Name of your Minnesota LLC
  • The principal address of the LLC
  • Name and address of the Minnesota Registered Agent
  • Names of all the members and managers of the LLC
  • Summary of the LLC’s operation
  • Start date of the LLC
  • Purpose of the LLC
  • Signature of all the members and managers of the LLC

How to Amend Minnesota Articles of Organization

Changes such as name, physical address of the business, address or/and name of the Minnesota Registered Agent, or any other changes listed above must be amended with the SOS. It is easy to amend the Articles of Organization in Minnesota. There are three prominent steps to follow. The steps are as follows-

Step 1: Determine What Changes You Need in Minnesota LLC

The first step is to determine what changes you need to make or if you need any changes. For some business experts, it is good to make structural or some other changes to upgrade your LLC after a point of time. For example, managers can change, LLCs can be restructured or move to other places, cities, or states, and you can also change the registered agent.

These are common changes that often occur in limited liability companies. If you have to make those changes, you must proceed with drafting the Articles of Amendment with Minnesota Secretary of State.

Step 2: Draft the Minnesota Articles of Amendment

The next step is to draft the Amendment. To Amend the Articles of Organization, you need the following-

  • Name of the LLC
  • Purpose of the LLC
  • Entity filing number
  • Amendments
  • Members and Managers’ signature.
  • Along with these details, LLCs must submit more documents to the Minnesota SOS.

Step 3: File Minnesota Articles of Amendment

To file the Articles of Amendment in Minnesota, you need either an online or offline form. You can do that online in most states by signing in to the Secretary of State’s official portal. To file the amendment in Minnesota, you must fill up the form (online or offline) and send it back to the SOS (online or by mail).

For the online filing, the form must be submitted using the Minnesota Secretary of State‘s portal. For offline (by mail) filing, the PDF form must be sent to the Minnesota Secretary of State — Business Services, Retirement Systems of Minnesota Building, 60 Empire Drive, Suite 100, St Paul, MN 55103. The amendment filing fee of $50 must be paid at the time of form submission.

Why Amend Articles of Organization?

There are six reasons why you need to file the Articles of Amendment in Minnesota. Following are the six points to note-

Change of Minnesota LLC Name: If you change the name of the LLC, you must file it with the SOS. LLCs do not often change the names, but in some cases, if they change it, they immediately have to inform the Minnesota SOS through Amendment.

It is recommended to check if the name change is absolutely necessary. Because it can affect the whole business. In some cases, it is better to start a new LLC than change the name of an existing one.

Tip from LLCBuddy

Change of Minnesota LLC Address: Like the business name, if the principal address of the LLC is changed or the company is moved to another place, then Minnesota LLC has to file the amendment certificate.

Change of Registered Agent: A Registered Agent is the most important person in the LLC. However, when you change or remove the Registered Agent, you must file the amendment with the Minnesota SOS.

Change of Minnesota LLC Management: This is another important reason why one should file the Amendment Certificate. If the managerial structure changes in your LLC, it must be filed with the SOS. The new structure, manager, or change in ownership must be filed.

Change of the Purpose of Minnesota LLC: The purpose of the LLC is mentioned in the Articles of Organization when it is filed. If the purpose is changed at any time, for example, a non-profit in Minnesota changes to a for-profit organization, or vice-versa, it must be filed with the SOS.

Change of Minnesota Tax Structure: The Minnesota LLC classification of taxes is mentioned in the Articles of Organization at the time of registration of the LLC. Later, if the LLC wants to change the tax structure, it must file the amendment certificate with Minnesota SOS.

Cost to File Minnesota Articles of Amendment

The cost of filing the Amendment Certificate in Minnesota is $50. For other types of filing costs, please visit the official website of Minnesota Secretary of State.

Penalties for Not Filing Articles of Amendment

Failure to amend Minnesota Articles of Organization can lead to legal issues against the LLC. Not filing the amendment certificate means non-compliance with the LLC in Minnesota. Another consequence of not filing an amendment in Minnesota is facing legal issues by violating state laws. For example, if a member-managed LLC becomes a manager-managed one in the future and the LLC does not file an amendment, it will be considered a violation of state law. Hence, the LLC might face legal issues.

FAQs

How do I amend my Minnesota Articles of Organization?
To amend your Minnesota Articles of Organization, you must file an amendment with the Minnesota Secretary of State.
What information do I need to include in my amendment to the Minnesota Articles of Organization?
Your amendment should include your entity name, your entity ID number, the changes being made, and the effective date of the amendment.
Can I amend my Minnesota Articles of Organization online?
Yes, you can file an amendment to your Minnesota Articles of Organization online through the Minnesota Secretary of State’s website.
Is there a fee to file an amendment to the Minnesota Articles of Organization?
Yes, there is a filing fee required to amend your Minnesota Articles of Organization. The fee amount may vary.
How long does it take to process an amendment to the Minnesota Articles of Organization?
The processing time for an amendment to the Minnesota Articles of Organization may vary, but it is usually processed within a few business days.
Can I change the name of my Minnesota LLC through an amendment to the Articles of Organization?
Yes, you can change the name of your Minnesota LLC by filing an amendment to the Articles of Organization with the Minnesota Secretary of State.
Do I need to notify the IRS of an amendment to the Minnesota Articles of Organization?
No, you do not need to notify the IRS of an amendment to the Minnesota Articles of Organization. The Minnesota Secretary of State will handle the necessary filings.
Can I add or remove members from my Minnesota LLC through an amendment to the Articles of Organization?
Yes, you can add or remove members from your Minnesota LLC by amending the Articles of Organization with the Minnesota Secretary of State.
Do I need to update my Minnesota Articles of Organization if my business address changes?
Yes, if your business address changes, you must file an amendment to the Minnesota Articles of Organization to reflect the new address.
Can I merge two Minnesota LLCs with an amendment to the Articles of Organization?
No, you cannot merge two Minnesota LLCs through an amendment to the Articles of Organization. You will need to follow a different process for merging entities.
Can I use a DBA name in Minnesota by amending the Articles of Organization?
No, you cannot use a DBA name through an amendment to the Articles of Organization in Minnesota. You will need to file a separate registration for a DBA name.
What is the deadline to file an amendment to the Minnesota Articles of Organization?
There is no specific deadline to file an amendment to the Minnesota Articles of Organization. It should be done promptly after any changes occur.
Are amendments to the Minnesota Articles of Organization public records?
Yes, amendments to the Minnesota Articles of Organization are public records and can be accessed by the public upon request.
Can I dissolve my Minnesota LLC through an amendment to the Articles of Organization?
No, you cannot dissolve your Minnesota LLC through an amendment to the Articles of Organization. You will need to follow the proper dissolution process with the Minnesota Secretary of State.
Can I change the registered agent for my Minnesota entity through an amendment to the Articles of Organization?
Yes, you can change the registered agent for your Minnesota entity by filing an amendment to the Articles of Organization with the Minnesota Secretary of State.
What happens if I fail to file an amendment to the Minnesota Articles of Organization for changes in my business?
Failure to file an amendment to the Minnesota Articles of Organization for changes in your business may result in penalties or fines. It is important to keep your records updated.
Can I revert changes made in an amendment to the Minnesota Articles of Organization?
No, generally, once an amendment to the Minnesota Articles of Organization is filed and processed, the changes cannot be reverted.
Do I need to publish notice of an amendment to the Minnesota Articles of Organization in a newspaper?
No, you are not required to publish notice of an amendment to the Minnesota Articles of Organization in a newspaper.
Can I amend the purpose of my Minnesota entity through an amendment to the Articles of Organization?
Yes, you can amend the purpose of your Minnesota entity by filing an amendment to the Articles of Organization with the Minnesota Secretary of State.
Can I split my Minnesota LLC into multiple entities through an amendment to the Articles of Organization?
No, you cannot split your Minnesota LLC into multiple entities through an amendment to the Articles of Organization. You will need to follow a different process for creating new entities.
Can I amend the number of shares authorized in my Minnesota entity through an amendment to the Articles of Organization?
Yes, you can amend the number of shares authorized in your Minnesota entity by filing an amendment to the Articles of Organization with the Minnesota Secretary of State.
Can I change the governance structure of my Minnesota entity through an amendment to the Articles of Organization?
Yes, you can change the governance structure of your Minnesota entity by filing an amendment to the Articles of Organization with the Minnesota Secretary of State.
Can I amend the duration of my Minnesota entity through an amendment to the Articles of Organization?
Yes, you can amend the duration of your Minnesota entity by filing an amendment to the Articles of Organization with the Minnesota Secretary of State.
Can I change the fiscal year end of my Minnesota entity through an amendment to the Articles of Organization?
Yes, you can change the fiscal year end of your Minnesota entity by filing an amendment to the Articles of Organization with the Minnesota Secretary of State.
Can I amend the distribution of profits in my Minnesota entity through an amendment to the Articles of Organization?
Yes, you can amend the distribution of profits in your Minnesota entity by filing an amendment to the Articles of Organization with the Minnesota Secretary of State.
Can I amend the management structure of my Minnesota entity through an amendment to the Articles of Organization?
Yes, you can amend the management structure of your Minnesota entity by filing an amendment to the Articles of Organization with the Minnesota Secretary of State.
Can I amend the members’ rights and responsibilities in my Minnesota entity through an amendment to the Articles of Organization?
Yes, you can amend the members’ rights and responsibilities in your Minnesota entity by filing an amendment to the Articles of Organization with the Minnesota Secretary of State.
Can I amend the indemnification provisions in my Minnesota entity through an amendment to the Articles of Organization?
Yes, you can amend the indemnification provisions in your Minnesota entity by filing an amendment to the Articles of Organization with the Minnesota Secretary of State.
Are there any specific requirements for amending the Articles of Organization in Minnesota?
Yes, in Minnesota, the amendment form must be filled out completely and accurately, and must be signed by an authorized representative of the LLC.
What information can be amended in the Articles of Organization in Minnesota?
In Minnesota, you can amend any information in the Articles of Organization, such as the LLC’s name, registered agent, principal place of business, or member information.

Also Read

In Conclusion

While running a limited liability company in Minnesota, it might be possible to make changes. From the name of the business to the Registered Agent, the management of the LLC can be changed over time. Every time you make any changes, you must file the amendment. You must consider that changing LLC names should not occur more often unless it is totally required. The name is the first identity of your LLC; changing it frequently directly affects the company’s branding. Filing the Articles of Amendment is mandatory as well as crucial, and failure to do so can lead to legal issues and non-compliance with state laws.

This article shares all the important steps you need to follow to file the Articles of Amendment in Minnesota. While you follow the steps shared in this article, make sure to consult a professional or attorney. If you are looking for a professional LLC formation service at $0, we recommend ZenBusiness. By following the steps outlined in this article and submitting the necessary documents to the Minnesota Secretary of State, LLCs can successfully amend their Articles of Organization and maintain compliance with state regulations.

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