Many LLC owners who plan to move their business to Minnesota (MN) ask, “Does Minnesota allow LLC domestication?”, “Is Minnesota LLC domestication a good choice?” or “How to domesticate an LLC in Minnesota?
If you are in a similar situation, keep on reading. This Minnesota LLC domestication guide has all the information that you seek.
What is Minnesota LLC Domestication?
LLC domestication in Minnesota means changing the location or domicile of your LLC from any state into Minnesota. In other words, if you want to move your Georgia LLC to Minnesota, for instance, LLC domestication is the best way to do so.
By LLC domestication, you change the governing laws of your LLC. Domesticating your LLC into Minnesota will have the following benefits over other methods of moving your LLC to Minnesota:
- LLC domestication allows you to maintain previous business relationships.
- No need to renew contracts made in the previous state.
- No need to change bank accounts and credit rating.
- You can retain your EIN (Tax ID Number).
- No need to rehire employees.
- No need to transfer assets.
How to Domesticate your LLC in Minnesota
There’s always something new to learn in the ever-changing landscape of business, and this same goes for LLC domestication in Minnesota. Below, we explained the process of transferring an LLC from any state to Minnesota via MN LLC domestication in 3 simple steps.
Acquire a Certificate of Good Standing
A certificate of good standing is also called a certificate of existence or certificate of status in some states. It is a legal document issued by the state authorities, usually the secretary of state.
This certificate verifies that your LLC or corporation was legally formed and operated in a state compliance manner.
In other words, this official document states that you timely pay your LLC taxes, submit LLC annual reports and fees, follow the state laws in all business operations: hence, your business is in good standing with the state.
Minnesota LLC domestication requires that your LLC does not have any outstanding debts or taxes in the home state. So you have to pay state taxes, LLC annual fees, and other fees in the state where you initially registered your LLC.
To prove that your LLC is up to date on all important business marks, you need to submit a certificate of status while filing Articles of Domestication in Minnesota.
Approval of LLC Domestication
Before you file articles of domestication with the Minnesota Department of State, you need to acquire approval from the state where you originally formed your LLC.
Contact the state department where you initially filed your articles of organization and acquire permission to move your business out of that state.
For instance, if you want to move your Texas LLC to Minnesota, you need to get permission to transfer your LLC out of Texas from the Texas Secretary of State.
File an Articles of Domestication Minnesota
To formally move your LLC from the LLC’s home state to Minnesota, you need to file articles of domestication downloaded with the Minnesota department of state.
With Minnesota Articles of Domestication, you will see Minnesota articles of organization form as well. So you need to file the Minnesota certificate of domestication along with the Minnesota articles of domestication.
To download both forms, click on the link below:
Moreover, you also need to submit the certificate of good standing to show that your LLC does not have any outstanding state taxes or debts in the previous state.
Finally, depending on the LLC management structure mentioned in your LLC operating agreement, you need the signature of the authorized person to sign the Minnesota LLC domestication form. After completing all the information, send the complete forms to:
Mailing Address:
New Filing Section
Division of Corporations
P.O. Box 6327
Tallahassee, MN 32314
In Person Filing Address:
New Filing Section
Division of Corporations
The Centre of Tallahassee
2415 N. Monroe Street, Suite 810
Tallahassee, MN 32303
Requirements to Complete Minnesota Articles of Domestication Form
As mentioned earlier that Minnesota articles of domestication are filed with the Minnesota articles or organization; the following information/documents will be needed to complete the LLC domestication process:
- Certificate of good standing from the previous state
- LLC domestication approval from the previous state
- Name of the domesticating entity (The name of your LLC with which you used to operate your business in the previous state)
- The name of the previous state where your LLC was registered
- The date when your LLC was formed initially
- Minnesota articles of organization form with Minnesota registered agent information
- Signature of the authorized person to initiate LLC domestication
- The effective date of the LLC domestication, if it is not the same as the date of filing of the Minnesota articles of domestication
Minnesota LLC Domestication Fee (Cost)
To convert an out-of-state LLC into a Minnesota LLC, you need to pay the following fee to the Minnesota Department of State along with the Minnesota articles of domestication:
- Articles of Domestication: $25
- Articles of Organization: $125
- Total to Domesticate and file: $150
Alternatives to LLC Domestication Minnesota
If you do not plan to move your LLC to Minnesota permanently, or for any other reason Minnesota LLC domestication does not seem suitable, the followings are the alternative to Minnesota LLC domestication:
What Next After Minnesota LLC Domestication?
Once the state of Minnesota domesticates your LLC, the laws of the previous state will no longer apply to your LLC.
Now your LLC will be governed under the LLC statute of Minnesota. Now, to remain compliant with the laws of Minnesota, you need to:
- Make sure you pay outstanding LLC federal taxes or debts in the previous state.
- Keep your registered agent information up to date. If you don’t have one, you can review top registered agent services here.
- Follow your LLC operating agreement.
- Acquire licenses and permits specifically required by the new state.
- Regularly submit annual reports and fees.
- Pay Minnesota sales tax (6% on the total sales).
Moving an LLC out of Minnesota
The Minnesota Department of state allows an LLC to move out of Minnesota via LLC domestication. However, the law of the other state must permit LLC domestication in its statute.
If the law of the other state does not permit LLC domestication, you should look for alternatives of LLC domestication to transfer your LLC out of Minnesota.
For the states that allow LLC domestication, you need to submit a Minnesota certificate of status to domesticate your LLC there. Click on the following link to get a Minnesota certificate of status.
FAQs on How to Domesticate an LLC in Minnesota
Alfie Wilson, Esq., is a legal content writer with expertise in business formation, criminal law, veterans disability, family law, DUI law, personal injury, animal welfare, and legal writing. He holds a J.D. from Emory University School of Law and has experience in appellate advocacy and regulatory matters. Alfie’s passion lies in breaking down complex legal topics for a non-lawyer audience. He currently writes for law firms and non-profits on various issues and resides in Arlington, Virginia.
