Starting a business in Minnesota, explained properly.
What the statutes actually default to, what you have to file, what it costs, and which small omissions turn into real problems later. Free, sourced, and specific to Minnesota.
The thing most people get wrong
Minnesota splits LLC profits equally — not by what each owner put in.
If your operating agreement is silent, Minn. Stat. § 322C.0404, subd. 1 says distributions "must be in equal shares among members." Put in $90,000 against your partner's $10,000 and you are each paid the same. Voting works the same way — one member, one vote, regardless of percentage.
Neither default is unusual, and neither is what most founders expect. Both can be changed, but only in writing and only in advance.
Guides
Practical, Minnesota-specific, and sourced
Running the business
Annual renewal is free, mandatory, and the easiest thing to lose a company over
Most Minnesota entities pay $0 to renew. Miss it anyway and the Secretary of State dissolves you — then reinstatement costs money, and after six years it cannot be done online at all.
Papering the deal
What Minnesota law does if your operating agreement is silent
Chapter 322C fills every gap you leave — and two of its defaults are the opposite of what most founders assume.
Forming the entity
Licensed professionals cannot form an ordinary LLC and split it with anyone they like
Chapter 319B restricts who may own a Minnesota professional firm to a closed list of categories. An improper transfer is void — not voidable.
Before you file
What each Minnesota entity costs to start — and to keep alive
The formation fee is the number everyone compares. The recurring cost is the number that actually differs, and for two entity types it never stops.
Before you file
Getting a name past the Secretary of State is not the same as owning it
Minnesota asks only whether your name is "distinguishable upon the records." That is a much lower bar than trademark law, and clearing one says nothing about the other.
Before you file
The assumed name step almost everyone skips
Filing your DBA with the Secretary of State is only half the requirement. Minnesota also makes you publish it in a newspaper — and skipping that can stop your lawsuit cold.
Documents
Build it in your browser
The operating agreement builder asks what you want, shows you the chapter 322C default each answer overrides, and assembles the document on the page. Nothing you type is uploaded, stored, or sent anywhere — there is no server behind it.
Costs
What the filings actually cost
A Minnesota LLC costs $135 by mail or$155 online. Annual renewal is free — but skip it and the Secretary of State dissolves your company. Some entity types do charge every year.
News
What changed lately
- In Minnesota construction, your subcontractor is an employee unless all 14 boxes are checkedMinn. Stat. § 181.723 starts from the presumption that the worker is an employee, and the escape route requires every one of fourteen conditions. Misclassification runs to $10,000 per worker.
- Earned sick and safe time starts at your first employee, not your fiftiethOne hour for every 30 worked, 48 hours a year, 80 hours banked. The definition of "employer" is a person who has one or more employees.
- The most expensive sentence in chapter 322C is one nobody readsMinnesota LLC distributions default to equal shares among members — not to ownership percentage. The gap between what founders assume and what the statute says is where the disputes live.
- Minnesota has three filing lanes, and the $20 premium buys more than speedMail, online, and the St. Paul counter carry different prices and different outcomes. For most filings the difference is exactly $20.