You want to do business in the state of Minnesota but are registered as a LLC in another state.  In order to legally conduct business in the state of Minnesota you must register with the Minnesota Secretary of State as a Foreign LLC.  The process of registering as a Foreign LLC in Minnesota is called Minnesota LLC Foreign Qualification.

The process of Minnesota LLC Foreign Qualification is similar to the process of forming a Domestic LLC in Minnesota.  Your original home LLC formation documents (frequently called Articles of Organization) and By Laws apply to your Minnesota Foreign LLC.  The Officers and Directors of your home LLC will have the same roles in the Minnesota Foreign LLC.  Specific requirements to qualify as a Foreign LLC in Minnesota are explained below. 

Once you have made the decision to Qualify as a Foreign LLC in Minnesota, a Minnesota lawyer can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents to perform these services.

In the United States, just because you are registered to do business in one state does not mean that you can legally do business in another state.  If you want to transact any serious business in a state other than the state in which your LLC is registered, most likely you will have to register with the state in which you want to do business before you can legally conduct business there. 

For example, a LLC that is registered in California wants to do business in Minnesota.  The California LLC is a "Domestic" LLC in California and will be a "Foreign" LLC in Minnesota.

The California LLC needs to register with the Minnesota Secretary of State as a Minnesota Foreign LLC.

The use of the term Foreign in this case refers specifically to individual US states.  The US government, including the IRS, considers a Foreign company to be a company that is registered outside of the United States.

The short answer is no.  The state of Minnesota does not legally require a lawyer to form a Minnesota Foreign LLC.

Our detailed Foreign Qualification page may help you understand some of the implications of forming a Minnesota Foreign LLC.  However, if there is anything about forming a Foreign LLC in Minnesota that you're not sure about you should seek the advice of a competent Minnesota lawyer, a Minnesota accountant, or both before you form a Foreign LLC in Minnesota.

Once you have made the decision to form a Foreign LLC in Minnesota, a Minnesota lawyer can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents to perform these services and save money that you can use in your new Minnesota Foreign LLC.

You are not legally required to reserve a Company Name for a new Minnesota LLC Corporation before you submit your application to Form a Foreign LLC in Minnesota.

The LLC name that you have registered in your home state may or may not be available in Minnesota.  In that case you need a different name your Minnesota Foreign LLC.  Whether or not you need to reserve a company name for your new Minnesota Foreign LLC depends entirely on your business situation.  The Minnesota Secretary of State uses LLC names on a first come first served basis.  So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that Minnesota Foreign LLC Name.

If the Name you have chosen for your new Minnesota Foreign LLC is already in use by a currently active Minnesota Corporation or LLC then you will have to register a DBA Name with the Minnesota Secretary of State.  "DBA" is an abbreviation for "Doing Business As."

We verify that the Name you have chose for your new Minnesota Foreign LLC is available before we submit your Foreign LLC filing to the Minnesota Secretary of State.  If necessary we can register a DBA Name in Minnesota for you so that you can open your new Minnesota business as quickly as possible.

1. Choose a name for your Minnesota Foreign LLC
2. File Registration Documents with the Minnesota Secretary of State
3. Determine how you want your Minnesota Foreign LLC to be taxed

1. Choose a name for your Minnesota Foreign LLC
   
   You can use the same name in Minnesota that you use in your home state, however, if the name of your Domestic LLC is not available you need to choose another name.  Your Minnesota Foreign LLC name can identify the type of products and services your business will provide; or it may be the name of the founder; or it can be a combination of the two or something else.
   
   In any case, the Minnesota Foreign LLC name that you choose must be distinguishable from the name of any other registered Minnesota LLC or other business entity and the name must also be different from any reserved names on record with the state of Minnesota.  Your Minnesota Foreign LLC name must not imply that it was formed for a purpose other than that stated in the Articles of Organization for your Domestic LLC and your Minnesota Foreign LLC name must not be a name that is likely to mislead the public.
   
   The name of a Minnesota Foreign LLC must include the word "Limited Liability Company" or or the abbreviation "LLC" or "L.L.C.".
   
   It's important to choose a good name for your Minnesota Foreign LLC because if you want to change it after you qualify you will have to file amended documents with the Minnesota Secretary of State (and pay a fee).
   We will check to make sure that your requested Minnesota Foreign LLC name is available and conforms to all state of Minnesota Limited Liability Company naming regulations.
2. File Registration Documents with the Minnesota Secretary of State
   
   In order to Qualify as a Foreign LLC in Minnesota you must file Registration Documents with the Minnesota Secretary of State.  In Minnesota the registration documents are named "Certificate of Authority to Transact Business in Minnesota".
   
   The registration documents must include certain specific information about your Minnesota business.  If the LLC Registration Documents do not conform exactly to state of Minnesota Foreign LLC requirements they will be rejected. 
   
   If you need to change any of the information on your registration documents after your Minnesota Foreign LLC has been approved, you may amend the registration documents for your Minnesota Foreign LLC but you will have to pay a fee to the state of Minnesota in order to make the changes official.
   
   
3. Determine how you want your Minnesota Foreign LLC to be taxed
   
   The Minnesota Corporate Income Tax Rate is 9.8%.  You may choose that your Minnesota Foreign LLC is to be taxed as a C Corporation or S Corporation. 
   
   A C Corporation is what you may think of as a traditional Corporation like General Electric or Ford.  C Corporations pay a Corporate income tax to the state if that state taxes Corporations. 
   
   You may choose to have your Minnesota Foreign LLC taxed as a S Corporation.  S Corporations "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable personal rate.  S Corporations do not pay any Minnesota Corporate Income Tax.
   
   In Minnesota the Corporation Income Tax is sometimes referred to as the Minnesota Franchise Tax.
   
   If you form a Single Member Minnesota Foreign LLC and do not specify to the IRS how you want to be taxed your Single Member Minnesota Foreign LLC will be taxed as a Sole Proprietorship.  If you form a Multiple Member Minnesota Foreign LLC and do not specify to the IRS how you want to be taxed your Multiple Member Minnesota Foreign LLC will be taxed as a Partnership.
   
   Click here for more Minnesota Corporate Tax Information .
   If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Minnesota Foreign LLC and include it with your final Foreign LLC documents.

1. Obtain Business Licenses from the cities and counties in which you plan to do business
2. File the required reports for your Minnesota Foreign LLC
3. Keep proper records of your Minnesota Foreign LLC on file
4. Pay your taxes to the state of Minnesota

1. Obtain Business Licenses from the cities and counties in which you plan to do business
   
   Note that forming a Minnesota Foreign LLC doesn't take the place of obtaining a local business license, tax registration certificate, or other required business permits.  A Minnesota Foreign LLC merely creates an ownership structure that limits the owners' personal liability.  You may still need to take care of getting set up to do business with your local government.
   
   Depending on the nature of the business and the location of your Minnesota Foreign LLC within Minnesota you may need to get one or more local business licenses or permits.  The business licenses or permits that are required for your Minnesota Foreign LLC vary depending on your business activities and the specific locations within the state of Minnesota in which you want to conduct business.
   
   If your Minnesota Foreign LLC will be selling products in Minnesota you may be required to obtain a Reseller's Permit from the appropriate Minnesota state agency.  If your Minnesota Foreign LLC will be selling products in Minnesota you will also be responsible for all applicable local and state of Minnesota sales taxes if there are any.
   We have the expertise to find out exactly which state and local permits that you need for your specific business.
2. File the required reports for your Minnesota Foreign LLC
   
   The Minnesota Annual Business Renewal includes basic information about your Minnesota Foreign LLC including information on your business location as well as the names of the Officers and Directors.
   
   Failure to submit a properly completed Minnesota Annual Business Renewal to the Minnesota Secretary of State on or before the due date may subject the Minnesota Foreign LLC to being administratively dissolved in the state of Minnesota or having its authority to transact business in the state of Minnesota revoked by the Minnesota Secretary of State.
   
   Penalties may accrue if you fail to file any Minnesota Foreign LLC Annual Business Renewal to the Minnesota Secretary of State by the due date.
   
   
3. Keep proper records of your Minnesota Foreign LLC on file
   
   Keep the following records on file and available at the principal business office of your Minnesota Foreign LLC:
   • Names and addresses of all Members and Managers of the Minnesota Foreign LLC
   • Foreign LLC formation documents and any Amendments to them
   • Minnesota Foreign LLC Operating Agreement and any Amendments to them
   • Copies of any LLC Resolutions which have been adopted by the Minnesota Foreign LLC
   • Copies of all tax returns and Annual Reports for the Minnesota Foreign LLC for the last 3 years
   
   
4. Pay your taxes to the state of Minnesota
   
   Foreign LLCs that either do business in the state of Minnesota or that derive income from sources within the state of Minnesota are subject to Minnesota and federal tax laws.  If you are engaged in intrastate business and derive income from other states besides Minnesota, you must allocate the amount of income derived from the state of Minnesota in order to determine your Minnesota state taxes.

In order to Form a Foreign LLC in Minnesota you'll need the following information about your LLC:

• The name of your new Minnesota Foreign LLC along with your second choice of a name in case the name that you want is not available
• Physical address of the Foreign LLC office in Minnesota (not a PO Box)
• A description of the nature of the business you are planning to operate with the Minnesota Foreign LLC
• When the Minnesota Foreign LLC will start and when it will cease to exist (normally the Foreign LLC starts on the date the application is filed and will exist perpetually)

Remember - ALL the information that you provide when you Form a Foreign LLC in Minnesota becomes part of the public record.  Our data entry forms include the absolute minimum amount of information that is required in order to Form a new Foreign LLC in Minnesota.

Processing times for new Minnesota Foreign LLC applications vary depending on the work load of the Secretary of State's staff.  We've found that normal processing of new Minnesota Foreign LLC applications takes the state around 3 business days.  Add 2-3 days for the time period for shipping the final documents by mail.  Choosing our Express Mail option can shave a couple of days off the total processing time for your new Minnesota Foreign LLC.

The Minnesota Secretary of State reserves the right to extend expedite periods in time of extreme volume, staff shortage or equipment malfunction.  We are dependent on, and have no control over, the staff and systems of the Minnesota Secretary of State.

In our experience 3 business days is the time it usually takes the Minnesota Secretary of State to process a new Minnesota Foreign LLC application. We get your Minnesota Foreign LLC application to the MN Secretary of State ASAP. Once it is at the state we have no control over the new Minnesota Foreign LLC application process.

The state of Minnesota charges $211.00 to Form a Foreign LLC in MN.  If you choose All Business Documents to help you Form your Foreign LLC in Minnesota our processing fees are $145.00.  This includes:

• Same day processing in of your new Minnesota Foreign LLC order
• MN Name Check and Reservation
• Prepare Certificate of Authority to Transact Business in Minnesota
• File Formation Documents with the Minnesota Secretary of State
• Certified Copies of Formation Documents
• Minnesota Foreign LLC Checklist
• Priority Mail Delivery
• Unlimited Customer Support