Register a company in Minnesota

, where the yearly state renewal is free.

Minnesota takes Articles of Organization online for $155, typically processes online filings within 2-5 business days and charges nothing for the Annual Renewal each year. One organiser is enough, and the Articles do not list members or managers. We are equally plain: a C-Corp pays the state's 9.8% franchise tax on top of the federal 21%, and because the renewal is free it is easy to forget - missing it leads to administrative termination.A Minnesota LLC is filed online for $155, typically within 2-5 business days, and the Annual Renewal costs $0. We are equally plain: C-Corps pay 9.8% state tax on top of the federal 21%, and a missed renewal leads to administrative termination.

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Minnesota · at a glance
Legal formLLC / C-Corp
State filing$155 online · 2-5 business days
Federal taxC-Corp 21% · LLC pass-through
State tax9.8% franchise tax on C-Corps
Annual costAnnual Renewal $0 · by Dec 31
Remote setupYes - fully
Elena Sibanova
Elena Sibanova
Your Minnesota specialist
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Minnesota in brief

Cheap to keep on file. Not cheap once the company owes Minnesota tax.

Minnesota forms LLCs under chapter 322C, the Minnesota Revised Uniform Limited Liability Company Act, and corporations under chapter 302A. The filing itself is short. Articles of Organization go to the Office of the Secretary of State through Business Filings Online for $155, which is the expedited price, and online filings are typically processed within 2-5 business days. The form asks for a name that includes LLC or Limited Liability Company, a registered office address in Minnesota, at least one organiser and an email for official notices. Members and managers are not listed. From the following year the state wants one Annual Renewal, due by December 31, and charges nothing for it while the company is active and in good standing. Corporations formed here renew for $0 too.

The conditions sit on the tax side. A company that files its federal return as a C corporation and is located in Minnesota, has a business presence there or has Minnesota gross income pays the corporation franchise tax at 9.8%, on top of the federal 21%. Corporations and partnerships, multi-member LLCs included, add a minimum fee of $260 to $12,830 once Minnesota property, payroll and sales total $1,280,000. The top personal income tax rate for 2026 is 9.85%. The state filing gives you no tax number either: the EIN comes from the IRS, a Minnesota tax ID from the Department of Revenue. And the free renewal has teeth. Skip it and the statute provides for administrative termination; reinstatement then costs $85 online.

Chapter 322C LLCs are formed by Articles of Organization, filed online for $155 (the expedited price; $135 by mail) and typically processed in 2-5 business days. One organiser, a Minnesota registered office, an email for notices; no members listed. The Annual Renewal is free, due by December 31.

The plain part: C-Corps with Minnesota ties pay 9.8% franchise tax on top of the federal 21%. Corporations and partnerships owe a minimum fee once Minnesota property, payroll and sales total $1,280,000. The filing gives no tax ID, and a missed renewal means administrative termination.

Packages & pricing

Minnesota company - cost & packages.

01 - LLC / C-CORP · MINNESOTA

Company

from$2,400USD · all-in

Formation of a Minnesota LLC or C-Corp: state filing, registered agent, EIN and the governing documents. The $155 state filing fee is in the price.

✓Entity triage first - LLC vs C-Corp, mapped to your funding plans✓Articles of Organization filed with the Minnesota Secretary of State✓Registered agent - first year included✓EIN application - SSN-less route handled✓Operating agreement / bylaws drafted properly✓Free pre-formation consultation

Optional add-ons: US business address and mail from $500/year, ITIN support from $900, state qualifications (operating states) from $700, accounting and 5472 filing from $800/year, renewal from $600/year.Add-ons: US address from $500/year · ITIN from $900 · state qualifications from $700 · accounting and 5472 from $800/year · renewal from $600/year.

Start with Company →
02 - COMPANY + BANKING · MINNESOTA
Most popular

Company + Bank Account

from$4,400USD · all-in

The same Minnesota company with a US business account behind it - fintech platform or traditional bank, chosen and prepared around your file.

✓Everything in Company✓Banking strategy: fintech vs traditional, scoped to your file✓Application files for Mercury / Relay-class platforms✓Traditional-bank route where footprint exists✓Payment rails: ACH, wires, Stripe onboarding✓Compliance calendar - Annual Renewal, 5472, BOI status

Optional add-ons: US address from $500/year, ITIN from $900, accounting and 5472 from $800/year, renewal from $600/year.

Start with Banking →
Prices are starting points and are confirmed for your case before any work begins. The Minnesota filing fee is included; optional state filings such as a name reservation or a later amendment are itemised in your quote. Minnesota taxes and the minimum fee are not part of the price.Starting prices, confirmed before any work begins. The Minnesota filing fee is included; optional state filings are itemised and state taxes are extra.
What you can do

Popular uses for a Minnesota company.

Formation works the same way for all six. What changes is the tax route and, for two of them, a licence or an election before the first sale. The Secretary of State's own start-up page warns that other licences and insurance are likely to be needed.Same formation for all six; two need a licence or an election before trading.

Online store selling into the US

An LLC with US payment accounts. Taxable sales in Minnesota carry the 6.875% state rate, plus local rates where they apply.

Software with investors

A chapter 302A C-Corp for founders who will issue shares. The state filing fee is the same $155 online as for an LLC.

Consulting and agency work

A single-member LLC to invoice US clients and get paid by ACH or wire. Owned from abroad, it also files Form 5472.

Holding company

An LLC that holds contracts, trademarks or shares in other US companies, kept apart from the trading business.

Professional firmslicensed

A professional firm must state that it elects to operate under, and is subject to, sections 319B.01 to 319B.12.

Food, health and other regulated tradeslicensed

The company is the easy part. Sector licences and insurance sit outside the state filing; raise them on the free call before you sign a lease.

Online store

6.875% sales tax plus local.

Software with investors

C-Corp, shares, same $155 fee.

Consulting and agency

Single-member LLC plus Form 5472.

Holding company

Contracts, trademarks, shares held apart.

Professional firmslicensed

Section 319B election required.

Regulated tradeslicensed

Sector licences come separately.

Why Minnesota

Key advantages of the jurisdiction.

✓
$0 to renew

The Annual Renewal for a Minnesota LLC or corporation costs nothing while the company is active and in good standing.Free while in good standing.

✓
Online in days

Articles filed through Business Filings Online are typically processed within 2-5 business days; the counter does it while you wait, by appointment.Typically 2-5 business days.

✓
No member list on the Articles

The form lists organisers, not members or managers, and one organiser is enough.Organisers listed, not members.

✓
One fee for LLC or C-Corp

Articles of Organization and Articles of Incorporation both cost $155 online or $135 by mail.$155 online either way.

✓
A name held for a year

A name reservation lasts 12 months and can be renewed. It costs $55 online.12 months, renewable.

✓
Minimum fee starts high

Nothing is owed below $1,280,000 of Minnesota property, payroll and sales, and a single-member LLC reported on Form M1 is outside it.Nothing below $1,280,000.

How it compares

Minnesota next to Wisconsin, Iowa and the Dakotas.

Minnesota is the only one of the five that charges nothing to renew, and its corporate rate is the highest. Iowa is the cheapest to form; South Dakota has no corporate income tax. Figures from each state's official pages, checked in 2026.Only Minnesota renews for $0, and its corporate rate is the highest of the five. State figures, 2026.

StateLLC filing feeAnnual reportCorporate tax
Minnesota$155 online · $135 by mail$0 renewal · by Dec 319.8%
Wisconsin$130 online · $170 paper$25 online · $40 paper7.9%
Iowa$50$30 online · every 2 years5.5% · 7.1% over $100,000
North Dakota$135$50 · by Nov 151.41%-4.31%
South Dakota$150 online · $165 paper$55 online · $70 paperNone
Minnesota9.8% corporate
Filing$155 online
Report$0 renewal
Wisconsin7.9% corporate
Filing$130 online
Report$25 online
IowaCheapest to form
Filing$50
Report$30 per 2 years
North Dakota1.41%-4.31%
Filing$135
Report$50 yearly
South DakotaNo corporate tax
Filing$150 online
Report$55 online
Requirements

What Minnesota law actually demands.

01
A registered office in Minnesota - The Articles must give a Minnesota street address, and a post office box by itself is not accepted. An agent is optional on the form; we name ours, with its address, for the first year.
02
Articles with four basics - A name that includes "LLC" or "Limited Liability Company" and avoids "corporation" or "incorporated", the registered office, at least one organiser with an address, and an email for official notices.
03
An operating agreement - Chapter 322C accepts one that is oral, in a record or implied, and the Articles form does not ask for it. We draft it in writing anyway, so ownership and control are on paper.
04
EIN from the IRS - The state filing gives no tax ID. The IRS issues the EIN free of charge; without an SSN or ITIN it is requested by fax, phone or mail. A Minnesota tax ID is a separate step with the Department of Revenue.
05
Annual Renewal by December 31 - Due every year from the year after formation, at no fee. It gives the registered office address, the agent's name, the person exercising the principal functions and an email address. Not filing leads to administrative termination.
06
Minimum fee from $1,280,000 - C corporations, S corporations and partnerships, multi-member LLCs included, pay $260 to $12,830 on their Minnesota return once Minnesota property, payroll and sales total $1,280,000 (2026 table).
How it works

From the first call to a filed Minnesota company.

Six steps, none of which needs you in Minnesota. The state filing is quick; without an SSN the EIN is the slow link, so the order of the steps matters more than the speed of any one of them.Triage, name check, online filing (2-5 business days), EIN by fax or mail, agreement and banking, then the first renewal by December 31.

01
Entity triage

LLC or C-Corp, one owner or several, investors now or later. Settled on the free call, before anything is filed.

First call
02
Name check

The name must include "LLC" or "Limited Liability Company" and avoid "corporation". We check it is free; a 12-month reservation ($55 online) is optional.

Before filing
03
State filing

Articles of Organization go to the Secretary of State through Business Filings Online at the $155 expedited price.

2-5 business days
04
EIN

Form SS-4 on the IRS international route, by fax or phone, with "foreign" on line 7b if you have no SSN or ITIN and are not eligible for one. By mail it takes about 4 weeks.

Within 4 business days by fax
05
Operating agreement & banking

You sign the agreement, then the account applications go out with the filed Articles and the EIN.

After the EIN
06
First annual filings

The Annual Renewal by December 31 of the year after formation. A foreign-owned single-member LLC also files Form 5472 with a pro forma 1120.

The following year
Quick facts
Formation documentArticles of Organization
Filing officeMinnesota Secretary of State
State fee$155 online · $135 by mail
ProcessingOnline 2-5 business days
Annual Renewal$0 · by December 31
Franchise tax (C-Corp)9.8%
Sales tax6.875% + local

The quiet trap is the renewal itself. It is free, so it gets forgotten, and the statute only says the state "may" send a reminder. An LLC that does not file it is administratively terminated; reinstatement costs $85 online, and after more than six years inactive it cannot be done online at all.

On the ground

On the ground for the USA.

Prifinance - USA desk
Minneapolis, Minnesota
Minneapolis, Minnesota, USA
✆+1 786 755 8065✉info.en@prifinance.com
◷Mon-Fri · replies within one business day
01
Minnesota filings

Articles filed through Business Filings Online, with our registered agent named for the first year.

02
EIN without an SSN

Form SS-4 prepared for the IRS international route, with you as the responsible party.

03
Banking and the calendar

Fintech or bank applications built around your file, then the Annual Renewal, Form 5472 and BOI status kept on one calendar.

04
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Taxation 2026

Two layers, and Minnesota's is not a light one.

A C-Corp pays the federal 21% and, if it is located, present or earns gross income in Minnesota, the state's 9.8% corporation franchise tax. An LLC is a pass-through by default: one member makes it disregarded, two or more make it a partnership, unless it elects corporate treatment on Form 8832. A foreign-owned single-member LLC files Form 5472 with a pro forma Form 1120 by the 1120 deadline, and the penalty for not filing is $25,000. Dividends paid to non-residents carry 30% withholding unless a treaty sets a lower rate. Under FinCEN's final rule, effective August 14, 2026, companies formed in the US file no BOI report.C-Corp: 21% federal plus 9.8% Minnesota franchise tax. LLC: pass-through; a foreign-owned single-member LLC files Form 5472 ($25,000 penalty). Dividends out: 30% unless a treaty cuts it.

Federal C-Corp - 21%

A flat rate on taxable income, with Form 1120 due by the 15th day of the 4th month after the year ends.Flat, on Form 1120.

Minnesota franchise tax - 9.8%

For companies filing federally as C corporations that are located, present or earn gross income in Minnesota.C-Corp franchise tax.

Form 5472 - $25,000 penalty

Filed with a pro forma 1120 by a foreign-owned single-member LLC. It cannot be e-filed: fax or mail only.Penalty for not filing.

Dividends out - 30%

Withheld on dividends to non-residents, at a lower rate where a treaty applies, claimed on Form W-8BEN or W-8BEN-E.Lower by treaty.

Levies in 2026
Federal corporate income tax21% flat
Minnesota corporation franchise tax9.8%
Minnesota minimum fee (2026)$0 below $1,280,000 · $260-$12,830
Dividends to non-residents30% · lower by treaty
Minnesota sales tax6.875% + local
Top personal income tax (MN, 2026)9.85%

Federal figures follow IRS pages and the PwC summary reviewed on 4 September 2026; Minnesota figures follow the Department of Revenue and Minnesota Statutes, and we recheck them against current law before filing. How Minnesota taxes a foreign member's share of LLC income is confirmed for your case.

Your team

The specialists who'll handle your case.

Dmitri Mihhailov
Dmitri Mihhailov
Managing Partner

Founder of Prifinance. 15+ years structuring international companies, banking and licensing for founders worldwide.

Eugeniu Bevziuc
Eugeniu Bevziuc
International Business Consultant

Guides clients from the first consultation to a working setup - companies, accounts and substance in 60+ jurisdictions.

Alex Danila
Alex Danila
Corporate Services Specialist

Handles incorporation paperwork, KYC and bank introductions so your Chadian company launches without delays.

Follow Prifinance

Active across our channels.

Filing in Minnesota takes days; the EIN and the federal forms for a foreign owner take planning, and we plan them with you. Full support, start to finish.

Talk to a specialist →
FAQ

Minnesota company registration, answered honestly.

Can I form a Minnesota company without travelling to the US?+

Yes. The Articles go in through Business Filings Online, which needs an account but no visit; the Saint Paul counter works by appointment and is optional. The EIN is requested from abroad by fax, phone or mail, since the IRS online form needs an SSN or ITIN. Fintech accounts are applied for remotely. The traditional-bank route is for founders who already have a US footprint.

How much does a Minnesota company cost?+

Formation starts from $2,400 all-in, including the Minnesota filing fee ($155 online), the registered agent for the first year, the EIN and the operating agreement. With a fintech or bank account set up, from $4,400. After that the state charges $0 for the LLC's Annual Renewal while the company is active and in good standing; our renewal service is from $600 a year.

What taxes will the company pay?+

That depends on the form. A C-Corp pays the federal 21% and, if it is located, present or earns gross income in Minnesota, the state's 9.8% franchise tax; dividends paid to you abroad carry 30% withholding unless a treaty lowers it. An LLC is a pass-through by default. A single-member LLC is disregarded, so its income is taxed on the owner's side where it is effectively connected with a US trade or business; a multi-member LLC is a partnership and withholds on foreign members' share of that income at 37%, or 21% for corporate members. How Minnesota taxes a foreign member's share we confirm for your case.

How long does it take?+

The state part is quick. Online filings are typically processed within 2-5 business days, mail filings are handled first come, first served, and the counter processes appointment filings while you wait. The EIN then sets the pace: generally within 4 business days by fax, about 4 weeks by mail. An ITIN, if you need one, takes the IRS 7 weeks, or 9-11 weeks from overseas or in tax season.

How does banking work for a Minnesota company?+

That is the second package. We weigh a fintech platform against a traditional bank with you, prepare the application file for a Mercury or Relay-class platform and set up the payment rails: ACH, wires and Stripe onboarding. A traditional bank comes into play where you have a US footprint. The provider decides on every account, so we prepare the file and do not promise an approval.

Do I need a registered agent in Minnesota?+

Minnesota requires a registered office: a street address in the state on the Articles, and a post office box by itself is not accepted. The agent is optional on the form. A founder abroad usually has no Minnesota street address, so we name our registered agent and its address; that is included for the first year.

What happens if I miss the Annual Renewal?+

The statute says failing to file it results in administrative termination, and the state only "may" send a reminder. It is due by December 31 every year, starting the year after formation, and costs nothing while the company is in good standing. Reinstatement means filing the current renewal and paying $85 online; an entity inactive for more than six years cannot be reinstated online.

Will my name be on public record?+

Not as an owner: the Articles list organisers, not members or managers. The Annual Renewal names the person exercising the principal functions, so someone is named each year. The Articles form refers only to the federal beneficial-ownership rule, and under FinCEN's final rule, effective August 14, 2026, companies formed in the US file no BOI report. The IRS still learns who controls the company through the EIN application.

LLC or C-Corp - which should I choose?+

For a trading or service business with one or two owners, usually the LLC, a pass-through by default. A C-Corp fits when investors will buy shares; it pays 21% federally plus Minnesota's 9.8% where the franchise tax applies. S-corporation status is closed to non-resident alien shareholders. We settle the choice on the first call, before anything is filed.

Is Minnesota the right state if my business is elsewhere?+

Only if something ties you to it. Minnesota is cheap to keep on file, but once a company owes Minnesota tax the rates are near the top of the US range: 9.8% for C-Corps, where PwC puts state corporate rates generally between 1% and 10%, and 9.85% at the top personal bracket. With staff, premises or customers here, forming in Minnesota is the direct route; an LLC formed in another state that registers here pays $205 online for a Certificate of Authority. With no Minnesota link, look at Delaware, Wyoming or Nevada first.

Client notes
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Tell us about your plans and a specialist will reply within one business day with an honest read - LLC or C-Corp, Minnesota or another state, the banking route - a timeline and a fixed quote.Tell us about your business - a specialist replies within one business day with a recommendation, a timeline and a fixed quote.

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