This article describes Minnesota law and filing practice in general terms. It is not legal advice about your business, and reading it does not create a lawyer-client relationship.
Minnesota’s annual renewal is free for almost everything. LLCs, business corporations, nonprofit corporations, limited partnerships, assumed names, and even out-of-state LLCs registered here all renew at no fee, provided the entity is active and in good standing.
Two exceptions carry a real, recurring cost:
- Minnesota limited liability partnership — $135 by mail, $155 online, every year.
- Out-of-state corporation registered to do business in Minnesota — $115 by mail, $135 online, every year.
Why the second one matters more than it looks
The standard advice to incorporate in Delaware and register to do business where you actually operate has a Minnesota-specific line item attached to it that the comparison usually omits.
A Minnesota business corporation renews for nothing. A Delaware corporation registered in Minnesota pays $115–$135 a year here — on top of Delaware’s franchise tax, on top of the registered agent Delaware requires, and on top of the $200 or $220 it costs to obtain the Minnesota certificate of authority in the first place, against $135–$155 to have simply formed here.
For a company raising institutional money, there are reasons to be in Delaware that have nothing to do with fees, and those reasons are usually decisive. For a company with two founders, no outside investors, and no plan to raise, the recurring cost buys very little.
The reinstatement side
A free filing is easy to forget precisely because no invoice arrives. Miss it and the Secretary of State dissolves, terminates, or revokes the entity. Getting it back costs $65 by mail or $85 online for an LLC or corporation, plus a late penalty of up to $40 under Minn. Stat. § 5.60.
For an LLP the reinstatement is $200 or $220. For a public benefit corporation that missed its annual benefit report, it is $540 by mail or $560 in person — the most expensive routine filing on the schedule, and the clearest argument on it for a calendar reminder.
More on the mechanics in annual renewal.
Sources
Every source below was retrieved and checked against this page on August 7, 2026.
- Business Filing and Certification Fee Schedule — Minnesota Secretary of State
- Minn. Stat. § 5.60 (late renewal penalty) — Minnesota Office of the Revisor of Statutes