How to Reinstate an LLC in Minnesota – 2024 Guide


Steve Bennett
Steve Bennett
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Get Minnesota LLC Reinstated

Reinstatement of an LLC in Minnesota involves a simple process. In general, after dissolving a limited liability company, sometimes LLCs restore their good standing and continue their operations. Depending on the reason for dissolution, the reinstatement occurs. In most cases in Minnesota, if the dissolution is administrative, the chances of reinstatement are higher.

This article will take you through the process of restoring your business. The editors from LLCBuddy focus mainly on how to reinstate an LLC in Minnesota, also known as The North Star State. There might be several reasons for LLC dissolution in Minnesota. This article will also list the type of dissolution in Minnesota and which ones are eligible for reinstation.

What is LLC Reinstatement in Minnesota?

LLC reinstatement simply refers to returning an administratively dissolved or revoked business entity to active status. In case the Limited Liability Company doesn’t comply with the state requirements, such as non-payment for necessary fees and not filing annual reports, it may dissolve by the Minnesota Secretary of State. When companies have been reinstated, they regain their legal capacity, thereby facilitating continued operations. In some cases, the companies can be dissolved due to legal issues or by members’ choices.

LLC Dissolution in Minnesota

There can be several reasons why a Limited Liability Company gets dissolved in Minnesota. Certain types of dissolution can be identified based on the reasons given. In Minnesota, reinstatement of an LLC depends on how and why the LLC got dissolved in Minnesota in the first place.

  1. Administrative Dissolution: If the LLC fails to comply with the State rules, like filing proper documents (annual reports, BOI reports in Minnesota), tax dues, or any other administrative issues, the state can dissolve the LLC in Minnesota.
  2. Judicial Dissolution: If there is any lawsuit and court orders to dissolve the company, the said LLC has to shut it down.
  3. Dissolution Due to Expiration: In some cases, LLCs were formed for a particular reason or for a specific time. Hence, the LLC was automatically dissolved after the purpose was served or the period was over.
  4. Voluntary Dissolution: When members decide to dissolve the LLC, they file the dissolution form with Minnesota Secretary of State.

How to Reinstate an LLC in Minnesota

As mentioned above, reinstatement takes place depending on the type of dissolution. The steps involved in restoring your LLC are moderately simple; however, getting professional help before you start processing LLC reinstatement is recommended. Here are the initial steps to follow before you file for reinstatement in Minnesota.

Initial Steps Before Filing for Reinstatement

In Minnesota, most of the businesses are reinstated after administrative dissolution. That is the most common type of reinstatement for any business, such as LLC or Corporation in Minnesota. There are a few steps before you start the restore process.

Identify Reasons for Dissolution

Before you start reinstating your LLC, you must know why your company was dissolved. Some common reasons are:

  • Missing annual reports.
  • Unpaid state taxes.
  • Non-compliance with specific state regulations.

If need be, contact Minnesota Department of Revenue to know whether you owe any outstanding tax obligations. Besides, going through the Minnesota Secretary of State correspondences or checking the Certificate of Good Standing online can help you understand why dissolution was done in your entity.

Gather Necessary Information Regarding the LLC in Minnesota

To avoid delays in filing, gather all necessary information ahead of time, including:

  • Business Name: You should first check if it is still available and has not been taken by another entity.
  • Document Number: It can often be found on previous filings or notices issued by the Minnesota Secretary of State.
  • Details of Previous Filings and Compliance Records: These involve past annual reports, tax returns, and other compliance materials.

How to File an LLC Reinstatement Document

Once you are determined to restore your LLC (or business), you must proceed with the filing of a reinstatement application. In Minnesota, the reinstatement document is called Annual Renewal Report. The next task is to get the forms from the official Minnesota Secretary of State business section. A reinstatement fee might be paid to the Minnesota SOS.

Forms

In order to reinstate your LLC, you have to fill out various forms which could include:

  • LLC Reinstatement Form: You can file your LLC reinstatement offline or online (whichever is available and convenient for you).
  • Additional Forms: Depending on what type of dissolution it is, you might need to file additional forms to Minnesota Tax Department [Minnesota Department of Revenue] or Insurance Department [Minnesota Department of Commerce, Insurance Division]. Besides, the Certificate of Good Standing in Minnesota might be needed.
  • Annual Report Filing: For administrative dissolution, the LLC must file the annual reports and pay the due annual report fees along with the reinstatement form.

Fees

The following fees may be incurred during reinstatement:

  • Reinstatement Fee: In Minnesota, the LLC reinstatement fee is $25 by mail or $45 online.
  • Annual Report Fees: Your company could have to pay for each year it didn’t file the annual reports. The annual report fee in Minnesota is $0.
  • Late Fees and Penalties: There are possible late fees and penalties if you miss the filing deadlines set by Minnesota.

Accepted methods of payment are as follows:

  • Credit Card – Visa, MasterCard, American Express or Discover.
  • For offline payment – Check with the Minnesota Secretary of State for details.

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Processing Time and Confirmation

The processing time for reinstatement of your LLC in Minnesota varies depending on the filing method. For online filing (if available), it takes less time to process than that of offline filing. However, sometimes it takes almost the same time for both methods.

  • Processing time for LLC reinstatement: For a standard filing, it takes 5 to 7 working days in Minnesota to process the LLC reinstatement. Expedited filing can be done it sooner.

Updating LLC Information During Reinstatement

Upon reinstatement, you have an opportunity to update your LLC’s information.

  • Update members’ or managers’: Changing Members and Managers: You can add, delete, or change Members and Managers.
  • Update names and addresses as necessary.
  • Update Registered Agent Information: Change the registered agent or office address.

Changing the Registered Agent in Minnesota

To change the existing Registered Agent for your LLC, you must attach a separate application for the same. Check how to change a registered agent in Minnesota to know more about the process.

Updating Business Address

Principal Office & Mailing Address changes may also be made in these areas:

  1. Fill out the Address Change Form – where required by Minnesota Secretary of State.
  2. Submit LLC Amendment Form – to update the business address or other details of your LLC, you might submit the Minnesota LLC Amendment to the SOS.
  3. Submit with Reinstatement Application – Ensure all information provided is correct.

Post-Reinstatement Requirements

After getting a company back into good standing, more steps are necessary to maintain compliance:

  • Obtain a Copy of the Reinstatement Certificate
  • Updating Business Licenses
  • Make sure that all business licenses are up-to-date:
    • General Business License- Verify with do not need to obtain.
    • Specific Permits and Licenses- Check for any industry-specific requirements.
  • Verifying Good Standing Status
    • Minnesota Annual Reports – File on time each year.
    • Tax Payments – Pay all state taxes due.

It might look like the steps are simple to reinstate your LLC. However, it is not as simple as it looks. Considering all the paperwork and legal complexities, it is recommended to hire professionals. You must read the best LLC services in Minnesota where you can explore the professional services for your consideration.

Additional Considerations

  • Federal Requirements: Reporting Beneficial Ownership Information: Federal requirement for reporting beneficial ownership information since January 1, 2024. Visit the Beneficial Ownership Page on Minnesota Secretary of State website for more details.
  • Name Availability: Name change is one of the options to consider when an original business name is not available. DBA in Minnesota can also be filed if the previous name is not available. Fill out the correct amendment form with Minnesota Secretary of State.
  • Contracts and EIN Reinstatement: Contracts and your EIN might be impacted by reinstating your LLC:
  • Renew Contracts: You will need to talk with vendors, banks, and customers about the revival.
  • Get a New EIN: When this becomes necessary, you should acquire it from the IRS.

Benefits of Reinstatement

There are certain important advantages of restoring your company’s existence:

  • Restores Good Standing: This makes the company become legally recognized again within the state.
  • Maintains Limited Liability Protection: This will protect the business’s owners from being liable for any company’s debts.
  • Ensures Business Continuity: The company can, therefore, continue operating without any legal challenges.
  • Preserve Business Credibility: For instance, a good relationship with clients is necessary for maintaining trust amongst suppliers and financial institutions.

Common Reasons for Administrative Dissolution

  • Failure to File Annual Reports: Filing annual reports that many states like Minnesota require companies such as Limited Liability Companies (LLCs) is a must; otherwise, it may lead to dissolution.
  • Unpaid Taxes: An LLC could be dissolved until taxes are paid if any franchise taxes are pending or some state tax has not been settled.
  • Non-Compliance with Other State Requirements: For instance, where there isn’t a registered agent maintained within a specified period while being subjected to several business regulations set by the state.

Reinstatement After Dissolution in Minnesota

  • Depending on the type of dissolution, reinstatement takes place. For Administrative Dissolution, reinstatement is very common and possible in Minnesota.
  • For voluntary dissolution, reinstatement is not common. Because the LLC dissolution in Minnesota is voluntary by members, it is not common for them to restore the LLC in Minnesota.
  • For Judiciary Dissolution, it is very uncommon to reinstate in Minnesota. Most of the time, court orders do not allow the LLCs to restore their business in the state they are located in. In very exclusive cases, they can be reinstated if the court passes such an order.

FAQs

How do I reinstate my LLC in Minnesota?
To reinstate your LLC in Minnesota, you must file the necessary forms with the Secretary of State and pay any outstanding fees.
What forms do I need to file to reinstate my LLC in Minnesota?
You will need to file a reinstatement application with the Minnesota Secretary of State along with any required documentation.
Can I reinstate my Minnesota LLC online?
Yes, you can reinstate your Minnesota LLC online through the Secretary of State’s website.
Is there a deadline for reinstating my Minnesota LLC?
There is no specific deadline for reinstating your Minnesota LLC, but it is recommended to do so as soon as possible to avoid further penalties.
What is the cost to reinstate an LLC in Minnesota?
The cost to reinstate an LLC in Minnesota varies depending on the specific circumstances of your case. Check with the Secretary of State’s office for the most up-to-date information.
Will I need to pay any penalties or fees to reinstate my Minnesota LLC?
Depending on the reason for your LLC’s dissolution, you may be required to pay penalties or fees in addition to the reinstatement fee.
Can I reinstate my Minnesota LLC if it was dissolved voluntarily?
Yes, you can reinstate a voluntarily dissolved Minnesota LLC by filing the necessary forms and paying the required fees.
How long does it take to reinstate an LLC in Minnesota?
The processing time to reinstate an LLC in Minnesota can vary, but it typically takes several weeks.
What is the process for reinstating an LLC in Minnesota?
The process for reinstating an LLC in Minnesota typically involves filing a reinstatement application, paying any outstanding fees, and submitting any required documentation.
Can I reinstate my Minnesota LLC if it was administratively dissolved by the state?
Yes, you can reinstate a Minnesota LLC that was administratively dissolved by the state by following the specific reinstatement procedures.
Do I need to file new formation documents when reinstating my Minnesota LLC?
In most cases, you will not need to file new formation documents when reinstating your Minnesota LLC. Instead, you will typically need to file a reinstatement application.
What happens if I don’t reinstate my Minnesota LLC?
If you do not reinstate your Minnesota LLC, it will remain inactive and eventually be dissolved permanently by the state.
Can I change my LLC’s name when I reinstate it in Minnesota?
If you wish to change your LLC’s name when reinstating it in Minnesota, you will need to follow the appropriate name change procedures in addition to the reinstatement process.
Are there any restrictions on reinstating an LLC in Minnesota?
There may be restrictions on reinstating an LLC in Minnesota depending on the specific circumstances of your case. It is best to check with the Secretary of State’s office for guidance.
Can I reinstate my Minnesota LLC if it was dissolved for failure to file annual reports?
Yes, you can reinstate a Minnesota LLC that was dissolved for failure to file annual reports by submitting the required reports along with the reinstatement application.
Do I need to obtain a new EIN when reinstating my Minnesota LLC?
In most cases, you will not need to obtain a new EIN when reinstating your Minnesota LLC. Your original EIN will typically remain valid.
Can I reinstate my Minnesota LLC if it owes back taxes?
Yes, you can typically reinstate a Minnesota LLC that owes back taxes by paying the outstanding tax debt as part of the reinstatement process.
Will my Minnesota LLC’s business filings be retroactively reinstated?
If you successfully reinstate your Minnesota LLC, your business filings will typically be retroactively reinstated to the date of dissolution.
Can I reinstate my Minnesota LLC if it was revoked by the state?
Yes, you can reinstate a Minnesota LLC that was revoked by the state by following the specific reinstatement procedures set forth by the Secretary of State.
Can I reinstate my Minnesota LLC without the help of an attorney?
Yes, you can typically reinstate your Minnesota LLC without the help of an attorney by following the reinstatement procedures provided by the Secretary of State.
Will I need to provide updated business information when reinstating my Minnesota LLC?
Yes, you may be required to provide updated business information when reinstating your Minnesota LLC, such as changes to the registered agent or business address.
Can I reinstate my Minnesota LLC if it was dissolved due to nonpayment of fees?
Yes, you can reinstate a Minnesota LLC that was dissolved due to nonpayment of fees by paying the outstanding fees as part of the reinstatement process.
Are there any specific requirements for reinstating an LLC in Minnesota?
There may be specific requirements for reinstating an LLC in Minnesota depending on the circumstances of your case. Check with the Secretary of State’s office for more information.
Can I reinstate my Minnesota LLC if it was dissolved for failure to maintain a registered agent?
Yes, you can reinstate a Minnesota LLC that was dissolved for failure to maintain a registered agent by appointing a new registered agent and filing the necessary reinstatement forms.
Will I need to submit updated operating agreements when reinstating my Minnesota LLC?
In most cases, you will not need to submit updated operating agreements when reinstating your Minnesota LLC. The original operating agreement will typically remain valid.
Can I expedite the reinstatement process for my Minnesota LLC?
Depending on the circumstances, you may be able to expedite the reinstatement process for your Minnesota LLC by requesting expedited processing and paying an additional fee.
Can I reinstate my Minnesota LLC if it was dissolved for failure to maintain a business license?
Yes, you can reinstate a Minnesota LLC that was dissolved for failure to maintain a business license by obtaining the necessary license and submitting it as part of the reinstatement process.
How can I check the status of my LLC’s reinstatement application in Minnesota?
You can check the status of your LLC’s reinstatement application in Minnesota by contacting the Secretary of State’s office and providing the relevant information.
Can I reinstate my Minnesota LLC if it was dissolved for noncompliance with state regulations?
Yes, you can typically reinstate a Minnesota LLC that was dissolved for noncompliance with state regulations by rectifying the issues that led to the dissolution and following the reinstatement procedures.
Can I withdraw my LLC’s reinstatement application in Minnesota?
If you wish to withdraw your LLC’s reinstatement application in Minnesota, you will typically need to submit a request in writing to the Secretary of State’s office before the reinstatement is finalized.

Also Read

In Conclusion

LLC reinstatement or restoration in Minnesota mostly depends on the type of dissolution. If it is a voluntary dissolution by the members or managers, then probably the reinstatement won’t occur. However, the LLC reinstatement will be done for other types of involuntary dissolutions in Minnesota. As mentioned, you must submit the Certificate of Good Standing and updated Annual Report to the SOS to restore the LLC.

Besides, every LLC gets a certain time limit after dissolution. Within that period, reinstatement can be registered. In some states, there is no such time limit. Hence, they can file for restoration of their business any time after the dissolution process is completed. Though this article explains the DIY methods of filing your LLC reinstatement, it is highly recommended that you get professional help.

Always remember to meet state requirements consistently, which will prevent further involuntary dissolutions in the future and maintain the reputation of your company while at the same time preserving its basic features.

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