Foreign LLCs Doing Business In Minnesota

A limited liability company that is organized under the laws of a state other than Minnesota that transacts business in Minnesota must obtain a certificate of authority before doing business in Minnesota. The requirements for obtaining the certificate of authority are specified by Minnesota Statutes § 322B.90 to 322B.955, and are set forth on forms available from the Secretary of State’s website at or by fax from the Fax Forms library at (651) 296-2803 or by mail from the Secretary of State. A certificate of status or certificate of good standing from the state or province of organization must accompany the registration form.

The term “transacting business” is not clearly defined in the law, but the standard used in making the determination is the “minimum contacts” standard used in determining jurisdiction. Under this standard the facts are analyzed by the limited liability company to determine whether the business or its local agents have conducted a continuous course of business in Minnesota or with Minnesotans sufficient to justify being governed by Minnesota law.

Neither the Secretary of State nor any other state agency will make a determination as to whether a particular limited liability company should register as a foreign limited liability company. As a general rule, doubts should be resolved in favor of registering the organization. Minnesota Statutes § 322B.945 establishes certain activities as exceptions to the registration requirement. Limited liability companies organized under the laws of a state other than Minnesota should consult with their legal counsel to determine whether any of the exceptions apply.

In addition to obtaining the certificate of authority, a foreign limited liability company must obtain a Minnesota tax identification number from the Department of Revenue. If the company will have employees in Minnesota, it also must complete the Department of Revenue’s withholding tax forms and arrange for workers’ compensation insurance. The procedure for obtaining these numbers and forms is described in the section of this Guide on business taxes and the Checklist for Hiring an Employee.

If the foreign limited liability company changes the name or address of its registered agent or other statements made in the application for the certificate of authority become inaccurate, the foreign limited liability company must file an amended certificate of authority with the Secretary of State. A foreign limited liability company also must obtain any state and local business licenses necessary to conduct business operations. Information on business license requirements may be obtained from the Minnesota Small Business Assistance Office.

CREDITS: This is an excerpt from A Guide to Starting a Business in Minnesota, provided by the Minnesota Department of Employment and Economic Development, Small Business Assistance Office, Twenty-eighth Edition, January 2010, written by Charles A. Schaffer, Madeline Harris, and Mark Simmer. Copies are available without charge from the Minnesota Department of Employment and Economic Development, Small Business Assistance Office.

This post is also part of a series of posts on forming a limited liability corporation.