Minnesota: LLC Annual and Biennial Report Requirements

Requirements one by one

Periodic report obligation

Minnesota LLCs owe a yearly filing, but it is called an annual renewal, not an annual
report. Every domestic LLC — and every out-of-state (foreign) LLC registered to do business
in Minnesota — must file it with the Secretary of State. Minn. Stat. § 322C.0208(b) requires
the LLC to "file with the secretary of state by December 31 of each calendar year a renewal."
The renewal keeps the LLC's basic public record current: its name, address, registered agent,
and manager.

Frequency and first report

The renewal is annual. The one wrinkle is the first year: § 322C.0208(b) requires a renewal
"each calendar year beginning in the calendar year following the calendar year in which" the
LLC files its articles of organization. So an LLC formed in, say, March 2026 files its first
annual renewal in 2027 — there is no renewal due in the formation year itself. After that, it
is due every year.

Due date and filing window

There is no anniversary tracking and no six-month window: the deadline is a single fixed date,
December 31, the same for every Minnesota LLC. The Secretary of State may send a reminder
using the email or address on file (§ 322C.0208(a)), but the duty to file does not depend on
receiving it. Importantly, Minnesota builds in no grace period — the consequences described
below attach to a renewal that is simply not on file, so treat December 31 as a hard deadline.

Filing office and method

The filing goes to the Minnesota Secretary of State, Business Services. Most LLCs file
online through the state business portal; the renewal can also be filed by mail or in person on
the official Annual Renewal form. Online and in-person filings are expedited; mailed filings are
processed in the order received.

Required information

Minn. Stat. § 5.34 sets the contents. The renewal states the LLC's name and home jurisdiction;
the registered office address and the registered agent's name, if the LLC has one; the principal
executive office address; and the name and business address of the manager or other person
exercising the chief manager's functions, plus an email address for official notices if it has one.
The official form also asks whether the entity has any interest in agricultural land (which can
trigger a separate Corporate Farm registration). You can update the principal office and manager
information right on the renewal, but changing the LLC's name or registered agent requires
a separate amendment filing and its own fee.

Filing fee and related charges

An on-time annual renewal is free — there is "no fee ... to file an annual renewal" so long
as the LLC is active and in good standing (§ 322C.0208(b); Secretary of State fee schedule, as of
July 16, 2026). Minnesota does not fuse a franchise-tax filing into this renewal, so there is no
separate tax charge collected with it. Money comes into play only after termination: the $25
reinstatement fee, the $40 late-renewal penalty, and an optional $20 expedited-service surcharge.

Late fee and delinquency

Minnesota does not charge a penalty before termination. Because there is no grace period, an LLC
that has not filed the renewal is administratively terminated,
and the Secretary of State issues a certificate of administrative termination (§ 322C.0705(a)).
The official renewal form states it plainly: failure to file by December 31 "will result in the
termination or revocation of this limited liability company without further notice." A terminated
LLC is no longer active or in good standing until it reinstates. Reinstatement then includes a
$40 late-renewal penalty authorized by § 5.60. For a foreign LLC, the same missed renewal
instead revokes its authority to do business in Minnesota (§ 322C.0705(b); § 322C.0806).

Dissolution, reinstatement, and cure

A missed renewal administratively terminates the LLC under § 322C.0705, but the door back is
straightforward and has no deadline. Under § 322C.0706, the LLC reinstates by filing "a single
annual renewal" and paying the reinstatement fee. The Secretary of State's current $65 mail
charge is the $25 fee in § 322C.0706(a) plus the $40 late-renewal penalty authorized by § 5.60.
Expedited in-person or online filing is $85 because § 5.14 authorizes another $20 surcharge.
One limit on the online route: an LLC that has been inactive for more
than six years cannot reinstate online and must file by mail. Reinstatement is retroactive — it
returns the LLC to active status "as of the date of the administrative termination," validates
contracts made in the meantime, and restores the LLC's assets and rights, except anything sold or
distributed after termination. Section 5.35 automatically reserves the terminated LLC's name for
only one year, so a longer lapse can create a separate name-availability problem.

What trips people up

• There is no grace period. Instead of offering a late-fee-only cure window, Minnesota
  administratively terminates an LLC that has not filed by December 31, "without further notice."
  The free, on-time renewal is cheap insurance; the lapse is what costs money and standing.
• The $65 reinstatement charge has three moving parts. Section 322C.0706 supplies the $25 base
  fee, § 5.60 authorizes the $40 late-renewal penalty, and expedited service adds the separate $20
  surcharge authorized by § 5.14, producing the $85 expedited total.
• First renewal is the year after you form. A brand-new LLC does not file a renewal in its
  formation year — the first one is due December 31 of the following year (§ 322C.0208(b)).
• The name hold lasts one year. Section 5.35 reserves the terminated LLC's name for one year;
  after that, check availability before assuming reinstatement will preserve the same name.

Common questions

How much does it cost to keep my Minnesota LLC in good standing each year?
Nothing, if you file the annual renewal on time. The on-time renewal fee is $0 (§ 322C.0208(b)); you
only pay if the LLC is terminated and you have to reinstate.

I formed my LLC this year — do I file a renewal now?
No. Your first annual renewal is due December 31 of the calendar year after the year you filed your
articles of organization (§ 322C.0208(b)). After that, it is due every December 31.

My LLC was administratively terminated for a missed renewal. Is it gone for good?
No. You can reinstate at any time by filing the current annual renewal and paying the reinstatement
fee ($65 mail / $85 expedited). Reinstatement is retroactive to the termination date, but if you have
been inactive more than six years you must file by mail, not online (§ 322C.0706).

Does filing the annual renewal handle my taxes too?
No. The renewal is a Secretary of State filing that keeps your public record current. It "does not
satisfy any other legal requirement" — state and federal tax obligations are separate and handled
through the Department of Revenue and the IRS.

Statutes and sources

• Minn. Stat. § 322C.0208 — annual renewal: December 31 deadline, first renewal the year after
  formation, no fee, contents per § 5.34, and the termination/revocation consequence of not filing.
  https://www.revisor.mn.gov/statutes/cite/322C.0208 (accessed 2026-07-16)
• Minn. Stat. § 5.34 — the information an annual renewal must contain.
  https://www.revisor.mn.gov/statutes/cite/5.34 (accessed 2026-07-16)
• Minn. Stat. § 322C.0705 — administrative termination of a domestic LLC, and revocation of a
  foreign LLC's authority, for a missed renewal.
  https://www.revisor.mn.gov/statutes/cite/322C.0705 (accessed 2026-07-16)
• Minn. Stat. § 322C.0706 — retroactive reinstatement by filing a single annual renewal and
  paying the reinstatement fee; effect on status, contracts, and assets.
  https://www.revisor.mn.gov/statutes/cite/322C.0706 (accessed 2026-07-16)
• Minn. Stat. §§ 5.14, 5.35, and 5.60 — $20 expedited-service surcharge, one-year automatic
  name reservation, and up-to-$40 late-renewal penalty.
  https://www.revisor.mn.gov/statutes/cite/5/pdf (accessed 2026-07-16)
• Minnesota Secretary of State — Business Filing and Certification Fee Schedule — LLC annual
  renewal $0; annual reinstatement $65 mail / $85 expedited; no online reinstatement after six years
  inactive. https://www.sos.mn.gov/business-liens/business-filing-and-certification-fee-schedule/ (accessed 2026-07-16)
• Minnesota Secretary of State — LLC Annual Renewal form (Rev. 7/1/2025) — December 31 deadline,
  termination-without-further-notice warning, and the $65/$85 reinstatement fee.
  https://www.sos.mn.gov/media/1569/llcdomesticforeignrenewal.pdf (accessed 2026-07-16)