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Annual Reports

Minnesota LLC annual renewal due date and reinstatement rules

Minnesota requires LLCs to file an annual renewal every calendar year by December 31, and the basic renewal has no fee while the entity remains active and in good standing.

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What Minnesota requires

Minnesota LLCs governed under Chapter 322C must file an annual renewal once every calendar year.

Also check

This guide only covers the state record. Use Minnesota local licenses, zoning, and assumed names next to check the county, city, and municipal layer that can still create risk.

Verify with
  • The annual renewal must be filed by December 31.
  • The filing does not satisfy other legal requirements that may apply with other agencies.
  • The Secretary of State's LLC renewal instructions say there is no fee for filing the annual renewal while the entity is active and in good standing.

What happens if the renewal is missed

  • Failure to file by December 31 results in the termination or revocation of the LLC without further notice from the Secretary of State.
  • Minnesota allows retroactive reinstatement by filing the current year's renewal and paying a reinstatement fee.
  • The current state instructions list a $25 reinstatement fee by mail and $45 for online or in-person expedited filings.

Operational note

Minnesota is a good example of a filing that gets missed because it feels low stakes. The state does not charge for the ordinary renewal, so the real risk is ownership confusion, bad reminder systems, or email notices landing with the wrong person.