Minnesota LLC Annual Report Means One Free Renewal per Calendar Year
Minnesota calls its LLC annual report the Annual Renewal: one Secretary of State filing in each calendar year, no later than December 31, beginning the year after the LLC’s original filing. It costs $0 for a Minnesota LLC and for a foreign LLC registered in the state.
Your renewal calendar
Answer the three questions above
The original filing means articles of organization for a Minnesota LLC, a certificate of authority for one formed elsewhere. The LLC’s record shows the latest renewal.
Annual Report in the Statute, Annual Renewal on the Form
Section 322C.0208 of the Minnesota Statutes carries the heading “Annual report for secretary of state,” yet its text, the Limited Liability Company Annual Renewal form and the online system all name the filing an annual renewal. The section also says “no fee is required to file an annual renewal,” for domestic and foreign LLCs alike.
Tables claiming that every state except Idaho charges a filing fee for the yearly report, or that it costs about what formation did, are wrong for a Minnesota LLC. The $115 renewal some lists show belongs, on the official fee schedule, to foreign business corporations.
Any Day of the Year Counts, up to December 31
The renewal belongs to a calendar year, not an anniversary. A renewal filed in February and one filed in December both count for that year, and the first one is due in the calendar year after the original filing. Articles filed on December 30, 2026 mean a first renewal during 2027, even though the LLC is barely two days old when that year starts.
When December 31 is a weekend day or a state holiday, § 645.151 makes a renewal filed the next business day timely, and § 645.44 turns December 31 into a holiday when January 1 is a Saturday, as in 2027. The calculator at the top counts both. The renewal form itself prints only “by December 31 of this year” and cites § 322C.0705, not the holiday rule.
Renew a Minnesota LLC Online in Six Steps
- Sign in to Business Filings Online, or create the account it asks for.
- Search the LLC by name or by file number. An LLC that is no longer active appears only after the filing status filter is switched from “Active” to “Inactive.”
- Open “Details” next to the name, then “File Amendment/Renewal” on the record page.
- Pick “Renewal” from the filings offered. An inactive LLC gets “Reinstatement” instead, paid by card on a US Bank payment page that can be used without registering; after six years inactive, the online system no longer takes it.
- Review the information already on file, change the manager or principal office if needed, click “Next,” then submit.
- The confirmation email links to a copy of the filed renewal. The link, and the copy in the account’s Transaction History, last 90 days.
Online filings are typically processed within 2 to 5 business days. Afterward, the record’s Renewal Due Date moves to December 31 of the next year, which the Minnesota business entity search shows on the LLC’s page.
The paper form goes to Minnesota Secretary of State, Business Services, 332 Minnesota Street, Suite N201, Saint Paul, MN 55101, by mail or in person by appointment only (8 a.m. to 4 p.m. on weekdays). Mail is handled first come, first served, without expediting.
Manager and Office Address Yes, Agent and Name No
Under the content requirements of § 5.34, the renewal updates two things once a year: the manager’s name and business address, and the principal executive office. A change of registered agent, registered office or name takes a separate amendment with its own fee, sent with the renewal, as the form’s instructions put it.
- Principal executive office
- A street address; a P.O. box alone is refused.
- Manager
- Name and business address of the person exercising the chief manager’s functions.
- Email for official notices
- The form says it may be used for renewal reminders and other notices. A checkbox keeps it out of bulk data requests where the law allows.
- Agricultural land
- A yes or no question; an LLC that owns, leases or has a financial interest in farmland registers with the Department of Agriculture’s Corporate Farm Program.
- Business Snapshot
- Five optional survey questions (employees, ownership, industry, full or part time, revenue). Skipping them carries no penalty.
- Registered agent and office
- Shown on the renewal, changed only by amendment.
Everything on the form is public, Snapshot answers included, and filing it “does not satisfy any other legal requirement”: a filing owed to another office still goes there separately.
Termination Comes Without Another Notice
Chapter 322C sets no late fee and no grace period. A Minnesota LLC without its renewal is administratively terminated under § 322C.0705, and a foreign LLC loses the right to transact business in Minnesota. The form warns that this happens “without further notice from the Secretary of State.”
Minnesota LLC
Terminated. A certificate of administrative termination goes on file, and the LLC’s name joins the electronic list of terminated companies.
Foreign LLC registered in Minnesota
Authority revoked under § 322C.0806, which adds that no further notice is required. Its right to transact business in Minnesota ends.
A reminder isn’t promised either: § 322C.0208 says the office “may” send one, and the form says reminders may go to the email listed for official notices. Chapter 322C names no termination day, and guides that put it on January 1 overlook § 645.151.
One Renewal Brings Back Every Missed Year
An LLC formed in 2022 whose latest renewal is for 2024 missed 2025. If it files in 2026, a single 2026 renewal with the $85 online fee brings it back, and the next one is due for 2027.
Section 322C.0706 restores a terminated or revoked LLC through a single annual renewal, however many years were skipped, and validates the contracts a Minnesota LLC signed while terminated.
Business Services answers at 651‑296‑2803, or 1‑877‑551‑6767 from greater Minnesota.
