How to Form a Minnesota LLC without an Attorney | Attorney Aaron Hall

How to Form a Minnesota LLC without an Attorney

If you want to start a small business, you can form a new LLC (limited liability company) in Minnesota without hiring an attorney. You will save the expense of attorney’s fees, but you also will not have the counsel of a business attorney and will have some other risks. The risks are explained at the end.

Steps to Form a Minnesota LLC without an Attorney

Here are the steps to forming your own LLC in Minnesota:

1. Check to see if your business name is available here: https://mblsportal.sos.state.mn.us/Business/Search

2. Download the Articles of Organization (PDF) here: https://www.sos.state.mn.us/media/1824/llcarticlesoforganization.pdf

3. Register your LLC by filing the Articles of Organization with the Minnesota Secretary of State’s business office. Currently, the filing fee is about $155.

4. After you register your LLC, obtain your Employer Identification Number (“EIN”), which is a tax ID for your business, and consider whether to get a state tax ID and elect S corp treatment. Learn more: After You Form Your Business.

5. Bring the LLC Articles of Organization and your EIN to the bank to establish a small business checking account.

Benefits of Forming a Minnesota LLC Yourself

The benefit to this process is you save the cost of attorney’s fees. For example, a single-owner LLC would normally cost $1250 in attorney’s fees plus the filing fee, so you are saving money by doing it yourself.

Risks of Forming a Minnesota LLC Yourself

For a majority of small businesses, an LLC is preferred over an S Corporation, partnership, limited liability partnership, and other business types. But sometimes an LLC is not best for your circumstances. By forming an LLC without the advice of an attorney, you accept the risk that an LLC may not be the best for your situation.

When you register your own LLC using the process above, there are a few additional risks. First, you will not have a Member Control Agreement or a Member Voting Agreement, which most attorneys recommend, especially if you have multiple owners. A Member Control Agreement is addressed by Minnesota Statutes section 322B.37, and a Member Voting Agreement is addressed by Minnesota Statutes section 322B.366. Our firm provides these agreements to all clients as a part of forming their new LLC. Without these agreements, the LLC owners will be subject to the default designations for Minnesota LLCs, which are often contrary to small business owners’ intentions. If you intend to obtain a business loan, most banks expect to see that you have all these documents to ensure you are properly prepared and running your business in a professional manner.

Another risk is that the Minnesota Secretary of State’s form for Articles of Organization does not include other notices that you may want to be included. The Articles of Organization and the provisions on them are deemed published to the world to put the world on notice. Some courts have held that without certain notices on file with the Secretary of State, your business cannot enforce certain rights against other parties because those parties were never put on notice that you were preserving those rights. Our firm prepares Articles of Organization for clients with a set of notices that are not included by the Secretary of State to ensure that our clients’ rights are preserved.

Finally, if your business has multiple owners, an attorney can advise you on “best practices” for handling disagreements, tax issues, exit strategies (exits include death, disability, bankruptcy, divorce, and simply one owner deciding to leave the business), and how much an owner will be paid for being bought out of the business. If these issues are not discussed and put in writing, they can become points of contention because business owners may have different expectations or understandings. This can lead to costly legal battles that far exceed the cost of hiring a business attorney at the beginning to draft up the normal LLC operating and voting agreements.

Conclusion

In conclusion, forming an LLC on your own can save you money, but once your business becomes profitable, you face an increased risk of problems. If your business is a very small part-time business, forming an LLC on your own may make sense despite the risks.

You should hire a Minnesota LLC attorney to form the LLC for you if you

  • have multiple owners,
  • are working in your business full-time,
  • invested significant assets into your business, or
  • want a solid legal foundation for your company.

A good LLC attorney will provide you with business tax planning, legal guidance, and a full package of LLC legal documents and best practices to prepare your business for success.

Frequently Asked Questions

I am considering creating an LLC with two other members. Is it possible to file the Articles of Organization and then create the Member Control Agreement and Operating Agreement at a later date?

Yes, it is possible to file the Articles of Organization and then create the Member Control Agreement and Operating Agreement later. However, this is not advisable.

For example, the standard Articles of Organization form does not even include any place to write the percentages of the company owned by each founder. The “organizer” line is for the name of the person filing the documents; “organizer” does not mean owner.

Here is an example of representing one founder in a lawsuit against the other founder. They were close friends when they founded the company. They filed the Articles of Organization but never prepared a Member Control Agreement, Bylaws, or Operating Agreement. Later, they disagreed about the percentage of ownership each owned. While they both agreed they started at 50%, one believed the percentages changed later based on the time and money he put into the company. They spent well over $100,000 in litigation over an issue that could have been resolved with solid documents in the beginning.

My advice is to have an attorney draft your founding documents (e.g. Member Control Agreement, Bylaws, or Operating Agreement) before the stakes are high. That is, get the owners’ understandings and expectations in writing in these key organizational documents before they invest significant time or money and before the company starts generating significant profits.

How long will it take to get my LLC registered?

It is accomplished in 1 hour. Your LLC exists the moment you file your documents. Filing can be done in person (at the Secretary of State’s business office), electronically, or by mail. Our law firm files them electronically, so the only time is us preparing the first two pages of the paperwork.

I am purchasing a rental property. It best to form an LLC to own and rent out the property?

Yes, an LLC is a very common way to minimize liability for rental property. If the LLC can buy the property, you can just have the lease between the tenant and LLC. If the LLC cannot buy the property, there is a way you can do it with a quit claim deed, but it is complex to avoid problems with the mortgage company, so you should involve an attorney.

16 comments
Cheryl says May 3, 2011

My attorney just charged me $1500 to form an LLC. I’m feeling a little ripped-off. Do I have any recourse at this point?

Harun Rashid says May 3, 2011

$1500 isn’t out of the ordinary. However, if you have future legal questions, feel free to contact me. Business law is my passion—I would love to save you money and help your business grow.

Kevin Haggerty says February 18, 2012

Aaron, I am interested in starting a small lawn care bussiness for/with my five children. Do you see a LLC as a good vehicle? Mostly I want them to earn “income” so they can all start Roth Iras at an early age. Am I crazy?

Harun Rashid says February 20, 2012

Kevin:

A small lawn care business for your children sounds like a great idea. The question would be whether paying for an LLC is worth limiting your liability. With a very small business, the potential liability is so small that it would not be worth paying to form an LLC.

Aaron

Cody says March 4, 2012

I am working on the steps above to form a LLC as a self employed contractor. The only question I have is who is listed as the registered agent? Is that something I leave blank, or do fill it out with my personal information the same as the organizer?

Thanks,
Cody

Harun Rashid says March 5, 2012

Cody:

You can be the registered agent for your business.

Aaron

Shawn says March 27, 2012

Aaron-
My family currently owns a sheep farm. My parents have had the farm in thier name for the past 25 years. They would like for myself and my siblings to take over as partners. It would be divided into 5ths. We hae about $35000 in Assets and none of us use it as fulltime employment. Can we just file for an LLC or should we seek legal advice for this?
Thanks,
Shawn

Aaron Hall, Minnesota Lawyer says March 27, 2012

Shawn:

You should seek legal advice to (1) minimize taxes, (2) establish a structure for decision-making after your parents are deceased, and (3) address how to handle spouses, grandchildren, divorce, and children who want to sell their interests in the business.

While legal fees may be $2,000, you will likely save far more than that in taxes, not to mention avoiding misunderstandings and disputes later, which can come from not having proper legal documents in place before parents die.

Aaron

Kris says July 9, 2012

I am purchasing a single family home and a duplex that will serve as rental units, is it best to form an LLC?

Thanks!

Aaron Hall, Minnesota Lawyer says July 9, 2012

Kris:

Yes, an LLC is a very common way to minimize liability for rental property. If the LLC can buy the property, you can just have the lease between the tenant and LLC. If the LLC cannot buy the property, there is a way you can do it with a quit claim deed, but it is complex to avoid problems with the mortgage company, so you should involve an attorney.

Aaron

Brent says August 3, 2012

If the bank allows my LLC to buy a rental, would I still need to purchase an umbrella policy personally. Assuming I am purchasing
the umbrella for the sole purpose of the rental unit. Thanks.

stephen says December 22, 2014

Hello,

I am interested to purchase a business that’s own by another LLC. I am interested to start my own LLC, how long will it take to get my LLC registered. The seller need my LLC name on the purchase agreement so can I give the seller my intended LLC name?
Thank you!

Alec says December 31, 2014

I am considering creating an LLC with two other members. Is it possible to file the Articles of Organization and then create the Member Control Agreement and Operating Agreement at a later date?

Thompson Hall says December 31, 2014

Alec, great question. I have put your question and my answer in the Frequently Asked Questions section above.

Bitsey says May 19, 2015

I like to do lessons and training of horses… and also own a horse that i intend on trying to earn income from competitions…. is an LLC a good idea to for this kind of business?

J says December 10, 2015

I take care of my grandma full time and will be receiving pay as an independent contractor. I also have a couple things I do on the side as a message therapist and retail sales. Would a LLC be good for all my different avenues of employment? I currently pay self employment tax now. Since all of them combines is full – time for me should I enlist a lawyer or can I do it myself. Thanks!

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