Minnesota generally requires most registered business entities to file an Annual Renewal (often referred to as an “Annual Report” in other states) with the Minnesota Secretary of State. This filing updates the state with current information about your entity, helping to maintain its active status and good standing. The due date for this renewal is consistent for most entity types. In addition to this, there are annual tax-related filings with the Minnesota Department of Revenue and specific requirements for charitable organizations.
Why is it important to file? Maintaining good standing with the State of Minnesota is crucial for your entity’s legal operation. While many entity types in Minnesota have no direct filing fee for the annual renewal, failure to comply with these filing requirements can lead to severe penalties and negative consequences, including:
Administrative Dissolution/Revocation: If the Annual Renewal is not filed by the December 31st deadline, your domestic entity will be administratively dissolved or your foreign entity will have its authority revoked to transact business in Minnesota, effective January 1st of the following year.
Loss of Liability Protection: For LLCs and corporations, administrative dissolution can lead to the loss of personal liability protection for the owners and managers, potentially exposing personal assets to business debts and lawsuits.
Loss of Name Protection: Your entity’s name may become available for others to use.
Inability to Conduct Business: A dissolved or revoked status can hinder your ability to legally enter into contracts, maintain bank accounts, or defend yourself in Minnesota courts.
Complex Reinstatement: Reinstatement is a time-consuming and often costly process, requiring the filing of all delinquent renewals and payment of reinstatement fees (e.g., $25 for mail, $45 for online/in-person for LLCs; $500 for mail, $520 for online/in-person for foreign corporations).
Specific Requirements by Entity Type in Minnesota:
For All Entity Types (LLC, Corporation, Non-Profit, Partnership) in Minnesota:
Annual Renewal (Minnesota Secretary of State):
Frequency: Annually.
Filing Period: Can be filed as early as January 1st of the current year.
Due Date: By December 31st of each year.
Filing Method: Primarily filed online through the Minnesota Secretary of State’s website (preferred for immediate processing) or by mail.
Information Required: Entity’s legal name, Minnesota File Number, current principal executive office address (a street address is required, not just a P.O. Box), current Registered Agent information (name and street address, if applicable), and information about the individual exercising the principal functions of the chief manager/president/governing person. Note: You generally cannot change your registered agent or principal address on the annual renewal itself; separate amendment forms with a $50 fee may be required for these changes.
For Corporations (For-Profit & Professional) in Minnesota:
In addition to the Annual Renewal:
Annual Renewal Filing Fee:
Domestic (Minnesota) Corporations: $0.00 (No Fee!).
Foreign (Out-of-State) Corporations: $115.00 (mail) or $135.00 (online/expedited).
Minnesota Corporate Franchise Tax (Minnesota Department of Revenue – Form M4):
Frequency: Annually.
Due Date: By the 15th day of the 3rd month following the close of your taxable year (e.g., March 15th for calendar year filers).
Extensions: Minnesota generally grants a 7-month automatic extension to file corporate income tax returns. This is an extension to FILE, not an extension to PAY; any tax due must still be paid by the original deadline to avoid penalties and interest.
No separate Corporate Franchise Tax: The “Corporate Franchise Tax” refers to the corporate income tax in Minnesota.
For Limited Liability Companies (LLCs) in Minnesota:
In addition to the Annual Renewal:
Annual Renewal Filing Fee:$0.00 (No Fee!) for both Domestic and Foreign LLCs. (Note: There is a $20 in-person filing fee if applicable).
Minnesota Income Tax: LLCs are generally treated as pass-through entities for Minnesota income tax purposes (unless they elect to be taxed as corporations or S-corporations).
Single-Member LLCs (Disregarded): Income and losses are reported on the owner’s individual Minnesota income tax return (Form M1). No separate state-level return is typically filed by the LLC itself.
Multi-Member LLCs (Partnership-Taxed) & S-Corporation Taxed LLCs: These entities may elect to pay the Minnesota Pass-Through Entity (PTE) Tax at the entity level (Form M3, Schedule PTE). This election is currently available for tax years beginning after December 31, 2020, and before December 31, 2025.
PTE Tax Rate: Currently the highest Minnesota individual income tax rate (currently 9.85%) on the entity’s PTE taxable income.
Due Date (PTE Tax): Generally, by the 15th day of the 3rd month following the close of the taxable year (e.g., March 15th for calendar year filers). The election must be made by the due date or extended due date of the entity’s income tax return.
If the PTE tax is elected, partners/members can claim a credit on their individual returns. If the PTE tax is not elected, income passes through to the owners’ individual Minnesota income tax returns.
Corporate-Taxed LLCs: If your LLC has elected to be taxed as a C-corporation for federal purposes, it will file Form M4 and be subject to Minnesota corporate franchise tax.
For Partnerships (General Partnerships, Limited Partnerships, Limited Liability Partnerships, Limited Liability Limited Partnerships) in Minnesota:
Annual Renewal Requirement (Minnesota Secretary of State):
General Partnerships (GPs): Generally, GPs formed by agreement are NOT required to file an annual renewal with the Minnesota Secretary of State.
Limited Partnerships (LPs) & Limited Liability Partnerships (LLPs/LLLP): These entities MUST file an Annual Renewal.
Annual Renewal Filing Fee for LPs:$0.00 (No Fee!).
Annual Renewal Filing Fee for LLPs/LLLPs:$135.00 (mail) or $155.00 (online/expedited).
Due Date: By December 31st of each year.
Minnesota Partnership Income Tax (Minnesota Department of Revenue – Form M3):
Frequency: Annually.
Due Date: By the 15th day of the 3rd month following the close of the taxable year (e.g., March 15th for calendar year filers).
Note: This is generally an informational return. Partnerships are usually pass-through entities, and the partners pay tax on their share of the income. Nonresident partner withholding or the Pass-Through Entity (PTE) Tax election (as described for LLCs above) may apply.
For Non-Profit Corporations in Minnesota, please also note the following:
In addition to the Annual Renewal:
Annual Renewal Filing Fee:$0.00 (No Fee!) for both Domestic and Foreign Non-Profit Corporations.
If your non-profit solicits charitable contributions in Minnesota or holds significant charitable assets, you must generally register and file an annual report with the Minnesota Attorney General’s Office (unless specifically exempt, e.g., certain religious organizations or those receiving very low contributions, typically under $25,000, and not using professional fundraisers).
Due Date: Annually, generally by the 15th day of the 7th month following the close of the organization’s fiscal year (e.g., July 15th for a December 31st fiscal year-end). An extension of up to 3 months is available.
Filing Fee:$25.00 for registration and annual renewal. A $50.00 late fee applies if the report is not filed by the deadline.
Required Attachments: This renewal typically requires submitting a completed Annual Report Form and a copy of your federal IRS Form 990 series return. Financial statements should be complete, accurate, and GAAP compliant.
Penalties: Failure to comply can lead to fines, injunctions, or legal action for unlawful solicitation.
Minnesota Exempt Organization Business Income Tax (Minnesota Department of Revenue – Form M4 if applicable):
Frequency: Annually, if applicable.
Applies if: Your non-profit has unrelated business taxable income (UBTI) that exceeds the federal filing threshold. If so, a Minnesota Corporate Franchise Tax return (Form M4) would be filed to report and pay tax on UBTI.
No other state-level income tax: Generally, if your non-profit has obtained 501(c) tax-exempt status from the IRS, it is also exempt from Minnesota corporate income tax purposes (unless it has UBTI).
Federal IRS Form 990 Series: As a federally tax-exempt organization, your non-profit must file an annual information return with the IRS (Form 990, 990-EZ, 990-PF, or 990-N, depending on your gross receipts and assets). This is typically due by the 15th day of the 5th month after your fiscal year ends (e.g., May 15th for a December 31st fiscal year-end).
What information is generally required for these filings? The various Minnesota filings typically require verification or updating of the following:
Your entity’s legal name and Minnesota File Number.
The current principal executive office address.
The name and physical street address of your Minnesota Registered Agent (if applicable).
For Corporations and Nonprofits: Names and addresses of your principal officers and directors.
For LLCs: Names and addresses of managers (if manager-managed) or the person exercising the principal functions of the chief manager (if member-managed).
For Partnerships (LPs, LLPs, LLLPs): Names and addresses of general partners.
Updated contact information for the entity.
For Non-Profits: Confirmation of your federal tax-exempt status and details regarding any charitable solicitation activities and financial information for charitable reporting.
How can we assist you? We understand that navigating these compliance requirements, especially with Minnesota’s unique “no fee” annual renewal for many entities but strict dissolution penalties, can be confusing. We are here to assist you with understanding and fulfilling your Minnesota compliance obligations. Our services for these filings include:
Determining your specific filing requirements and due dates.
Gathering the necessary information.
Preparing and accurately filing your Annual Renewals with the Minnesota Secretary of State.
Assisting with the preparation and filing of your Minnesota tax returns (e.g., Corporate Franchise Tax, Pass-Through Entity Tax) (if applicable).
Preparing and filing any applicable non-profit charitable registrations.
Arranging payment of the applicable fees/taxes.
Confirming receipt and good standing with the Minnesota Secretary of State and, if applicable, the Department of Revenue or Attorney General’s Office.
What we need from you: To facilitate these filings, fill up the information sheet:
Please do not hesitate to contact us at your earliest convenience to discuss your Minnesota compliance obligations. We can help ensure your entity remains in good standing and avoids any potential adverse consequences.
