How to Conduct a Minnesota Business Entity Search

There are more than 800,000 active registered businesses in Minnesota. According to the U.S. Small Business Administration Office of Advocacy, between March 2021 and March 2022, the state saw a net increase of 3,242 new businesses, with 17,765 opening and 14,523 closing.

Registering a business in Minnesota offers several advantages, including limited personal liability that protects your personal assets, tax benefits such as potential tax savings, avoidance of double taxation with some structures, and increased credibility with customers and lenders. It also makes it easier to raise capital from investors.

Registering a Minnesota business as a corporation or LLC creates a separate legal entity shielding your personal assets from business debts and lawsuits. If the business incurs debt or faces a lawsuit, you are generally not required to use your personal assets to satisfy those claims. Additionally, many Minnesota businesses, such as LLCs, can use pass-through taxation. This means the business itself doesn't pay taxes on its profits; instead, profits are passed through to the owners, who then pay taxes on their individual returns.

The most common types of businesses in Minnesota include advanced manufacturing, life sciences, clean tech, and food production. Service-based and essential needs businesses, such as healthcare and construction, are also prevalent and are expected to grow rapidly. Food production and agriculture are strong, stable industries with opportunities in value-added products, organic farming, and farm-to-table ventures. The health care sector, including personal care and support roles, is a growth-oriented industry in Minnesota.

Allowable Entity Types in Minnesota

Minnesota allows for several business entity types, including Sole Proprietorships, Partnerships, and Corporations. Other options are Limited Liability Companies (LLCs), Limited Partnerships (LPs), and Limited Liability Partnerships (LLPs). Each structure has its own liability, taxation, and management features.

The most common business structure in Minnesota is the sole proprietorship, in which one person owns and operates the business. Another very popular choice in Minnesota due to its flexibility and liability protection is the limited liability company. Partnerships and corporations also exist in the state.

Why Search for a Minnesota Business Entity

Before starting a business, you must choose a name and check whether it is available. That is the most common reason people search for a Minnesota business entity. This process is crucial to ensure your chosen business name is unique and to comply with state requirements. Searching also allows you to gather information on other businesses for due diligence, potential partnerships, or to find registration details for a company you own.

Some of the top reasons to search for a Minnesota business are:

• Verify Name Availability: To make sure a name is available for your new limited liability company, corporation, or other business structure, you must check that it doesn't conflict with existing names. A search will tell you if a name is taken or if a similar name already exists, and you'll need to choose a different one if there is a conflict.

• Find Information on Existing Businesses: The Minnesota Secretary of State's business search tool provides public information on companies, including their legal structure, status, registered agent, and contact information.

• Gather Due Diligence Information: For potential partners, investors, or customers, searching for a business entity is a way to verify the legitimacy and status of a company.

• Ensure Legal Compliance: Registering a unique name is a requirement for forming an LLC or corporation. Searching beforehand is a necessary step to comply with these rules and avoid legal issues later on.

• Track Your Own Business Registration: You can also use the search to find details about a business you already own, such as its registration number or filing history.

• File Annual Reports: You may also use the search function on the Secretary of State's website when filing annual reports for existing businesses.

• Obtain a Certificate: To see if a business is eligible for a Certificate of Legal Existence, which verifies it is up-to-date on all filing obligations and is often required for loans.

• Prevent Legal Issues: Searching for an existing entity helps you avoid legal battles over trademark infringement and other name-related disputes.

• Ensure Tax Compliance: A unique business name is crucial for tax purposes, as it ensures your business is correctly identified and associated with its tax obligations.

• Confirm Registered Agent Information: Use the search to find the registered agent for an existing company.

• Investigate Potential Partners or Competitors: Researching a company can help you understand its history, structure, and regulatory compliance before making a business decision and jeopardizing your own company.

• Compliance: To check to see if a company is compliant with all local, state, and federal regulations.

• Name Reservations: To see if a preferred name is available to be reserved for a limited time, which can help secure a domain name and other branding elements while preparing to register the business formally.

• Before Investing: Conducting thorough due diligence when acquiring or investing in a business.

• Trademarks: Searching for registered trademarks to avoid conflicts.

How to Search for Business Entities

To search for a business or entity, go to the business filings online page of the Minnesota Secretary of State's website. Once there, choose your criteria.

You may perform a search on the business filings online page by:

• Entity Name: You may search by part of the business name. If no results appear, use options like search scope, filing status, or 'include prior names'.

• File Number: Search using the business's file number, a unique serial assigned at registration.

Once you enter the search criteria, review the results.

What Information Can You Find with the Secretary of State?

Upon providing the business name or file number in the search field, click on the "search" button. Below the field, you will get a list of matches. In addition to the business names, you may view their business type and name type.

How to Access Detailed Information

On the right-hand side of each search result, click the "details" link to view more comprehensive business information, including:

• File Number: The business's unique registration identifier.

• Filing Date: The official filing date of the business.

• Renewal Due Date: The due date for annual renewal.

• Home Jurisdiction: The state or country of business origin.

• Status: The current status of the entity.

• Minnesota Statute: The legal statute under which the business was formed.

• Registered Office Address: Physical office address on record.

• Registered Agents: Contact details of the business's registered agents.

• Business Type: Entity classification (LLC, Corp, etc.).

• Filing History: Past filings submitted by the business.

If you need further assistance in finding a business entity in Minnesota, contact the Office of the Secretary of State at:

The Minnesota Secretary of State's website also provides the following information and services to visitors:

• Business Resources

• Business Filing and Certification Fee Schedule

• Business and Liens Services

• Checking Business Name Availability

• Business Registrations

• Renewing and Amending Business Filings

• Business Filing Summary

• UCC Data

• Apostille Authentication

• Becoming a Notary

What Business Entity Information is Not Public

Some business information in Minnesota is public, but not everything. Information submitted by a business for financial assistance, or which is considered a private data classification under the Minnesota Data Practices Act, is not public. This includes sensitive financial documents like credit reports, financial statements, net worth calculations, business plans, and customer lists.

Some things that are not public in Minnesota are as follows:

• Financial Data: This includes credit reports, financial statements, income tax returns, bank and credit card numbers, loan information, and balance sheets.

• Business Plans: A company's confidential business plans, net worth calculations, and income/expense projections are not public.

• Specific Proprietary Information: Other private data may include customer lists and design, market, or feasibility studies (unless they were publicly funded).

• Other Private Information: Any information classified as "private data" under the Minnesota Data Practices Act is not public, such as data on individuals or data that the data subject has not authorized for release.

• Trade Secrets: Formulas, processes, methods, or other proprietary information that derives economic value from not being generally known to the public and is the subject of reasonable efforts to maintain its secrecy.

• Private Employee Medical Records: Medical and health insurance information.

• Customer and Employee Identifying Information: Identifying information like Social Security Numbers, driver's license numbers, and passport numbers.

• Revenue and Profit Numbers (unless a public company): Smaller companies that are not publicly traded can keep their financial data private.

How to Find EIN and UCC Records in Minnesota

To find EIN (Employer Identification Number) records in Minnesota, you can search for the business on the Minnesota Secretary of State's business search portal or, for federal EINs, contact the IRS directly after checking your business documents. You can search for a business by name or file number on the state's portal to find filing history and details. If you are unable to find your own EIN, the IRS can assist after you provide identity verification.

You may also use EntityCheck's EIN Lookup tool.

You can search for UCC liens against a company in Minnesota by checking the Minnesota Secretary of State's website. Its File Number Search is a free tool you can use to search by document filing number, and it does not require an account. You can also order copies of specified lien records through the Minnesota Business and Lien System (MBLS) online for a fee; ordering copies requires an account.

An easier way to find UCC records in Minnesota is to use EntityCheck's UCC Filings search tool.

How to Find DBA Records in Minnesota

You can find DBA records in Minnesota by using the Minnesota Secretary of State's online Business Record Search portal. To use it, go to the search page, enter the business name, and click search to find details for businesses that have filed correctly.

How EntityCheck Business Reports Make Conducting Due Diligence Easier

An even more insightful way to search for Minnesota business entities and access additional information is to utilize EntityCheck's powerful search engine. Search quickly and easily by business name, EIN, owner, phone number, or email address. Along with the information above, you can dig deeper to find incredibly illuminating details such as:

• 
  UCC Filings

  Discover Uniform Commercial Code (UCC) filings, showing creditors' attachment to business assets. These files provide insight into the organization's financial stability by examining its standing debts and the risks they entail. Also find lien details, creditor and debtor information, filing and expiration dates, and collateral and asset claims.

• 
  Court Cases

  Evaluate a company's legal record to assess potential risks associated with its operations and identify any outstanding issues. Review bankruptcy filings, liens and judgments, federal court cases, litigation, and legal history of ongoing and past court cases.

• 
  Licenses

  Verify business credentials, including licenses, permits, and government certifications, as well as the educational backgrounds of decision-makers, to assess credibility.

• 
  Filing & Compliance

  Review a company's financial performance reports, DBAs (Doing Business As), and government Tax IDs.

• 
  Trademarks & Patents

  Find out what intellectual properties a company controls and review the details of any trademarks and patents it holds.

• 
  Registered Individuals

  Identify key decision-makers, registered agents, corporate officers, and leadership, even if this information is not readily available through official records.

Alternative Resources Beyond the SOS (Secretary of State) Search

Data for Minnesota business entities is primarily held by the Minnesota Secretary of State (SOS). Additional sources where you may find information for registered business entities in the state include:

• Minnesota Department of Revenue: The Minnesota Department of Revenue administers and collects state taxes, processes tax refunds, and enforces tax laws to fund state services. It manages various taxes like individual income, property, and sales taxes, and provides services such as refund tracking, tax education, and assistance for individuals and businesses. The department also has the authority to take collection actions on unpaid debts, such as levying bank accounts or placing liens on property, with advance notice to the individual.

• Local County Clerk Offices: Minnesota county clerk's offices, or sometimes separate Recorder and Vital Records offices, handle vital records like birth certificates and marriage licenses, manage public records such as deeds and military discharges, and perform various administrative duties for the county. They may also be involved in elections, issuing permits, and providing other services, depending on the county's specific structure. Some offices serve as an acceptance agent for passport applications, others provide information and applications for gun permits, or assist veterans with benefits applications.

• Minnesota Department of Commerce: The Minnesota Department of Commerce protects consumers by licensing over 270,000 professionals and businesses, regulating industries like insurance, real estate, and financial services, and ensuring fair market practices. It also advocates for the public interest in telecommunications and promotes economic growth within the state (representing the public interest in telecommunications matters before the Minnesota Public Utilities Commission). As part of its consumer protection duties, the office can take enforcement actions, such as suspending licenses or imposing fines. The agency also licenses, supervises, and examines state banks, mortgage lenders, credit unions, and other financial service companies.

How to Find the Owner of a Business Entity in Minnesota

To find the owner of a business in Minnesota, start with the Minnesota Secretary of State's online Business Entity Search and search for the business by name or file number. Review the "Details" and "Filing History" to find information about the business's formation, including the owner or registered agent, as these are public records.

The first place to look for the owner of a business entity is the business entity's website. Most entities put ownership information on their websites. Typically, this information may be found on the "leadership", "about us", or similar pages of the website. If you cannot find the information on the entity's website, you may be able to find the registered agent of the business using the business search tool on the Minnesota Secretary of State website. In some cases, the registered agent also serves as the business entity's owner.

Additional Resources for Business Ownership Info

Alternative ways in which you may find the owner of a business entity in Minnesota include:

• Local Chambers of Commerce: Many businesses are members of their local chamber of commerce. Contacting the relevant chamber may provide information about the owner, especially for smaller or locally focused entities.

• Minnesota Department of Revenue: Businesses operating in Minnesota must register with the Department of Revenue for tax purposes. Although not directly searchable, contacting this department can sometimes clarify ownership when tax-related issues are involved.

• Better Business Bureau (BBB): If a business is accredited by the BBB, its profile may list ownership or leadership information, along with contact details.

Types of Owners and Their Roles

In Minnesota, ownership and leadership roles in a business can include traditional roles such as owners and CEOs, as well as structures such as Employee Stock Ownership Plans (ESOPs), Worker-Owned Cooperatives (WOCs), and Employee Ownership Trusts (EOTs). Leadership roles are defined by the level of authority they entail, such as making high-level strategic decisions and managing finances. At the same time, ownership types are structured by the business's legal and operational framework.

Some Minnesota leadership/ownership roles include:

• Traditional Owner/CEO: In traditional business structures, the owner or Chief Executive Officer (CEO) has high-level decision-making power, shaping strategy and managing the company's finances.

• Employee-Owned Structures: Minnesota has specific programs to support employee ownership, including:

  • Employee Stock Ownership Plans (ESOPs): Employees own the company through a trust.

  • Worker-Owned Cooperatives (WOCs): A cooperative owned and operated by its members who are also employees.

  • Employee Ownership Trusts (EOTs): A trust holds the company's stock on behalf of the employees.

Different entity structures have various roles and types of ownership. Some individuals who have control over a company may not hold a traditional role within it. Leadership is a crucial factor to understand before working with a company.

Some of the more conventional roles within companies include:

• Shareholders (or Stockholders): They own the corporation by purchasing stock, which grants them voting rights to elect the Board of Directors and influence major corporate decisions.

• Directors: Directors set the strategic course for the corporation, make major decisions, and oversee the conduct of the officers.

• Officers: Officers, such as presidents (CEO) and secretaries, manage the day-to-day operations of the business and are hired and fired by the Board of Directors.

• Members: Members are the owners of the LLC. They can also serve as managers or delegate management to others. Members are typically protected from personal liability for the company's debts.

• Managers: Managers, whether members or non-members, are responsible for managing the business and affairs of the LLC.

• General Partners: They manage the business affairs as outlined in the partnership agreement. General partners are entirely liable for all business debts and obligations.

• Limited Partners: Limited partners have limited management rights. Their liability is typically limited to their investment in the business, providing them with some protection from business debts.

Red Flags to Look for When Searching Business Entities

Regardless of why you are searching for business entities in Minnesota, keep a close eye on anything that looks suspicious or piques your interest. Many red flags can indicate much larger problems below the surface, and identifying them could save your company's reputation, prevent any financial losses, or help you weed out undesirable partners, customers, investors, and suppliers.

Some red flags when searching Minnesota business entities include a company's "inactive or suspended" status, no physical address listed, or a complicated or confusing legal structure.

Some basic red flags include:

• Lack of Online Presence: A business without a professional website or whose website doesn't function properly can be a red flag.

• Deceptive Solicitations: New businesses may receive scam letters with fake deadlines or demands for unnecessary compliance fees. Be wary of these offers, and consult the Minnesota Attorney General's Office for guidance.

Some more serious red flags may include:

Entity Status Problems

When checking the Minnesota company registration, look for an ‘inactive' or ‘suspended' status. This is a major red flag, indicating that the company may be either out of business or facing penalties for its business practices.

Check with the Minnesota Secretary of State's website to verify business licenses to ensure they are in good standing and active.

Common entity status problems in Minnesota include misclassification of employees, which leads to workers not receiving benefits and employers avoiding taxes. Other issues include the complexity and cost of proper formation and compliance, delays in obtaining environmental permits, and data privacy.

Inconsistent or Suspicious Information

Always keep an eye out for missing or inconsistent information. Look for any inconsistencies in the registered agent's name, address, or other details. A lack of clear contact information can be a major concern.

Another red flag is a misleading name. A business name that is too similar to an existing one or that incorrectly implies government affiliation can be a warning sign that the company is attempting to deceive the public.

A legitimate business should have a verifiable physical address, not just a P.O. box or no address at all.

A business with a poorly designed website or that uses excessive grammatical errors and spelling mistakes might also be a red flag.

Common fraudulent companies in Minnesota often operate scams in specific industries, such as home improvement, door-to-door pest control, solar installation, and telemarketing. There have also been large-scale fraud in Medicaid services, such as Housing Stabilization Services, and impersonator scams involving companies like Minnesota Energy Resources and utility companies, which make fake calls demanding immediate payment for false bills.

Ownership and Management Concerns

The most common employment lawsuits in Minnesota include discrimination, retaliation, wrongful termination, and wage-and-hour disputes. Other frequent cases involve sexual harassment, failure to accommodate disabilities, and breaches of employment contracts.

Ownership and management issues can also affect your business if you partner with a sketchy company. A constantly high turnover rate can signal a toxic work environment or poor management.

If the business's success relies too heavily on the owner or a single employee, it poses a significant risk if they were to leave.

A declining customer base indicates potential issues with the business's products, services, or market position. Watch out for these and other management-type issues.

Financial and Legal Warning Signs

One of the most crucial aspects of searching for Minnesota business entities is identifying financial or legal red flags that could hurt you the most.

Watch out for any company that is a tangled web of subsidiaries or joint ventures, as it could be a sign they are trying to hide something.

Look for red flags such as complex accounting, large volumes of credit card payments without transaction details, or adjustments to past financial statements after they were issued. A large number of bank accounts or a complex chain of related entities can be a warning sign.

The most common types of business lawsuits in Minnesota include breach of contract, employment disputes, and business ownership disputes (such as those between partners or shareholders).

Compliance Gaps

Common compliance infractions in Minnesota for businesses include misclassifying employees, failing to pay proper wages or overtime, and workplace safety violations such as fall protection issues. Other frequent problems involve failure to meet business licensing requirements, data privacy and security lapses (especially regarding sensitive electronic health information), and inadequate employee leave policies.

Check with the Secretary of State and other relevant agencies to ensure that anyone you do business with is complying with the rules, up to date on licensing and data protection, and paying fees and taxes.

Connections & Affiliations

A company's connections and affiliations can tell quite a story. Sometimes one person runs multiple dissolved/failed companies. Look for recurring patterns of dissolution followed by new formation. That is a significant indicator of potential fraud. One thing to be cautious of is a company with ties to organized crime figures and politically exposed persons (PEPs). If the company makes a concerted effort to conceal its actual owner or person in charge, that should be a clear warning to stay away.

Some red flags in broader business records include the following:

Inconsistent Public Records

• Company filings don't match what's listed in:

• Court records

• Tax records

• Property ownership filings

• An example is that the registered address differs from the address listed in lawsuits or liens.

Poor Record-Keeping

• Missing meeting minutes (for corporations).

• No updated ownership/member list for LLCs.

• Lack of transparency in accounting records.

Regulatory Issues

• Fines, sanctions, or loss of licenses with state agencies.

• Businesses flagged by the Better Business Bureau or the Attorney General's office.

Unusual Patterns

• Very recent incorporation with sudden high activity.

• Foreign entities registered but not compliant with local laws.

• Shell-company indicators (multiple entities tied to the same registered agent at the same address).

Best Practices When Reviewing Business Entity Records

Utilize the best practices outlined below to maximize the benefits of your research. A business background check can take time, but it can yield a wealth of information that could help you avoid any costly mistakes.

• Cross-reference everything.

• Compare the UCC filing data with records from litigation and bankruptcy courts. Look for discrepancies between the documents.

• Check annual reports for consistency year-over-year.

• Research the owners of a company to detect possible bankruptcies, felonies, fraud, and other legal issues that could affect your business.

• Use business verification services or business background reports from EntityCheck.

• Keep in mind the context. For example, a single lien may not be alarming, but multiple filings, lawsuits, and frequent leadership turnover together signal real risk.

How to Register an Entity in Minnesota

After deciding on the name you want for your business and checking with the state to confirm it is available, the next step is to choose the business structure that best fits your business. You may need the assistance of an experienced attorney to make this decision. Once you decide on the entity type, follow these steps to set up your business entity in Minnesota.

• Get a Registered Agent: A registered agent in Minnesota receives legal and tax documents on behalf of a business and must have a Minnesota address. Business owners can serve as their own agent or hire a professional.

• Register your Business Name and Entity: Register your entity with the Secretary of State online. Answer prompted questions and provide the required details.

• File for Taxes With the Department of Revenue: Obtain an EIN from the IRS, then register for a Minnesota Tax ID and Sales/Use Tax account at e-Services.

• Apply for a Business Permit or License: Use the Minnesota E-Licensing Portal for state licenses. Local licenses may require contacting the city clerk. SBA and FDA sites provide federal licensing resources.

How Much Does It Cost to Start a Business in Minnesota?

The costs associated with opening a business in Minnesota are as follows:

• Business Structure Formation Fees: Fees range between $30 and $220, depending on the entity type and whether expedited service is selected. DBA filings generally cost $50.

• Registered Agent Services: Hiring a professional registered agent typically costs $50-$300/year.

• Licenses and Permits: Costs vary widely by industry and locality. Local licenses are typically less expensive than state/federal permits.

• Bank Account Setup: Most banks require a deposit of $25-$1,000.

• Insurance: General liability insurance costs $500-$1,500/year, depending on business type.

• Professional Services: Legal, accounting, or consulting services may add to your startup costs.

Minnesota business naming rules require names to be unique and distinguishable from other registered businesses, to use the appropriate entity designator, such as "LLC" or "Corporation", and to include specific words if required by the business type.

The state's business naming rules are as follows:

• Distinguishable Name: The name must be different from other registered names on file, differing by at least one letter or numeral.

• Language: The name must be in English or use English letters or characters.

• No Prohibited Words: The name cannot imply the business has a purpose other than a legal one.

• Limited Liability Company (LLC): The name must include "limited liability company" or the abbreviation "LLC". It cannot include "corporation" or "incorporated".

• Corporation: The name must include "Corporation", "Incorporated", or "Limited". However, a newer statute states this is not required for corporate names.

• DBA/Assumed Name: An assumed name is a name that differs from a business's legal name. You must file a Certificate of Assumed Name if you use one.

• "Bank" or "Trust": These words are restricted and may not be used unless the business is a financial institution that files with the Minnesota Department of Commerce.

• "Insurance": If using this word, the name must also include a modifier like "Agency", "Broker", or "Brokerage" to indicate it is not an underwriting company.

If you are not ready to register your business name, you can reserve a name for up to 12 months for a fee.

FAQs

1. How do I look up who owns an LLC in Minnesota (members vs. managers)?

   You can look up an LLC's owners in Minnesota through the Minnesota Secretary of State's (SOS) online Business Entity Search. The search results will show the LLC's information, including the principal individuals who can serve as members or managers. You may also find ownership details by reviewing the company's public filings, such as the Articles of Organization.

2. How can I find a corporation's officers and directors in the state?

   You can find a corporation's officers and directors by searching the Minnesota Secretary of State's website for the state where the company is registered, accessing the SEC's EDGAR database for public companies, or checking the company's own website. Other methods include using online business directories, local county websites, social media sites like LinkedIn, or industry publications.

   You may find a business's officers, directors, owners, and associates by using EntityCheck's search tool.

3. Are business owners' names public or private in Minnesota?

   In Minnesota, a business owner's name is generally public if the business is a sole proprietorship or general partnership, as the owner's name is the same as the business name. However, for incorporated businesses like LLCs or corporations, the names of owners are often not listed in public records filed with the Minnesota Secretary of State, unless an annual report or other filing explicitly includes them. The only public records are the "Articles of Organization" or "Articles of Incorporation", which may list the name of the registered agent or organizer, but not necessarily the owners.

4. Where do I search official business records in the state?

   You can search for official Minnesota business records primarily through the Minnesota Secretary of State's Business Filings Online portal by using the business name or file number. For historical records, you can also visit the Minnesota Historical Society Library. If the business has been involved in legal matters, you may find information through the Minnesota Judicial Branch's online court records tool.

5. How do I check if a business name is available or reserved in Minnesota?

   To check if a business name is available in Minnesota, use the Minnesota Secretary of State's online business name search tool. For potential conflicts with trademarks, search the United States Patent and Trademark Office (USPTO) database. To reserve a name you aren't ready to register, you can do so for one year for a fee.

6. How can I view recent filings (Articles, amendments, mergers, annual/biennial reports) for a company in Minnesota?

   You can view a Minnesota company's recent filings on the Minnesota Secretary of State's Business Filings Online page by searching for the business name or file number. Once you find the company's details, you can access its filing history, which includes documents such as Articles of Incorporation, amendments, and annual/biennial reports.

7. How do I get a Certificate of Good Standing/Existence in Minnesota?

   To get a Certificate of Good Standing in Minnesota, you must request it from the Minnesota Secretary of State's office online, by mail, or in person. The process involves providing the business's name and filing ID, paying the fee (e.g., $5 by mail or $15 online/expedited), and specifying the type of certificate needed. You can only get a Certificate of Good Standing for companies that have filed all their annual reports and paid the required fees.

8. How do I obtain certified copies of formation documents and amendments in the state?

   To get certified copies of formation documents and amendments in Minnesota, you can order them through the Minnesota Secretary of State's online portal or by mail. Search for the business on the portal, then click the "Details" link next to the entity listing to access and request copies. Alternatively, send a written request and a self-addressed, stamped envelope to the Secretary of State's office with the required fee.

9. How do I search UCC (Uniform Commercial Code) liens against a company in Minnesota?

   To search for a UCC lien against a company in Minnesota, visit the Minnesota Secretary of State's website, find the UCC search section, and input the company's name. The search results will show any filed liens, and you may need to conduct additional searches for name variations (such as DBAs) or historical data to obtain all results.

   You can also find UCC Filings using the EntityCheck search tool.

10. What are the steps to register an LLC in Minnesota (forms, fees, timeline)?

    To register an LLC in Minnesota, you must choose a unique name, appoint a registered agent, and file the Articles of Organization with the Secretary of State, paying a filing fee of $135 (mail) or $155 (online/in-person). After filing, create an operating agreement, obtain an Employer Identification Number (EIN) from the IRS, and register for state taxes. The online filing timeline is approximately 24 hours, while mail filings take about 5-7 business days.

11. What are the steps to incorporate (C-Corp/S-Corp) in Minnesota?

    To incorporate in Minnesota, you must choose a name, appoint a registered agent, and file Articles of Incorporation with the Secretary of State. After the state accepts the filing, you need to create corporate bylaws, hold an organizational meeting, appoint a board of directors, and issue stock. You'll also need to get an Employer Identification Number (EIN) from the IRS and any necessary business licenses and permits. To operate as an S-Corp, you must also file IRS Form 2553 after your corporation is formed.

12. Do I need a registered agent in the state, and who can serve as one?

    Yes, a registered agent is required for a business in Minnesota and can be an individual who is a Minnesota resident or a domestic or foreign entity. The registered agent's physical address serves as the business's official registered office for receiving legal documents and official mail.

13. What annual reports, franchise/margin taxes, or license renewals are required in Minnesota?

    Minnesota requires most businesses, including LLCs, corporations, and non-profits, to file annual reports with the Secretary of State to maintain good standing. Companies must submit these reports by specific deadlines, and failure to do so can result face a late fee.

    Minnesota also has a corporate franchise tax, levied on C corporations. Entities like most partnerships and LLCs are generally exempt from this tax, but their owners pay tax on their share of the income.

14. How long does state approval take in Minnesota, and are expedited options available?

    Minnesota state approval time varies by application, with some options taking up to 60 days by law for agency review, while others can be significantly faster. Expedited options are available for certain services, such as a $20 Fast Track program for title transactions (7-14 days) and immediate processing for online LLC filings, but expedited options are not always available for all processes. Online filing for Minnesota LLCs is immediate, while mail filings can take 11-12 business days. Expedited processing for mail filings is not available.

15. Do I need to foreign-qualify to do business in Minnesota if my company is formed elsewhere?

    Yes, your out-of-state company must foreign-qualify to legally do business in Minnesota. This involves obtaining a Certificate of Authority to Transact Business from the Minnesota Secretary of State, which requires appointing a Minnesota registered agent, filing the appropriate forms, and paying the required fee.

16. What activities count as "doing business" in the state?

    Activities that count as "doing business" in Minnesota include having a physical presence, such as an office, and employing people or independent contractors in the state. Other activities include owning or leasing property in Minnesota, regularly soliciting business there, or selling products or services to Minnesota customers. Isolated transactions completed within 30 days, as well as activities such as holding meetings, maintaining bank accounts, or collecting debts, may not be considered "doing business".

17. How do I file a DBA/fictitious business name in Minnesota, and is county/city filing required?

    To file a DBA in Minnesota, file a Certificate of Assumed Name with the Minnesota Secretary of State and publish the certificate in a legal newspaper in the county of your principal business place. You do not need to file a separate DBA with each county or city where you do business.

18. How do I change my company's name, address, officers, or members with the state?

    To change your company's information in Minnesota, you must file an amendment with the Secretary of State for official changes, such as name or officers, and use the Minnesota Department of Revenue's e-Services for tax-related updates, such as address and contact information. Depending on your business type and licensing, you may also need to file with other state agencies, such as the Department of Labor and Industry.

19. How do I reinstate or revive a company that's been administratively dissolved in Minnesota?

    To reinstate an administratively dissolved company in Minnesota, you must file a current annual renewal and pay the applicable fees. This can be done online through the Minnesota Secretary of State's website, by mail, or in person. It's always best to address the issues that caused the dissolution first, such as late annual reports or a missing registered agent, before trying to reinstate.

20. Do I need to file Beneficial Ownership Information (BOI) with FinCEN, and how does that interact with Minnesota filings?

    No, typically U.S. companies do not need to file Beneficial Ownership Information (BOI) with FinCEN, as an interim final rule issued in March 2025 removed this requirement. However, foreign companies registered to do business in the U.S. are still required to report, with specific regulations and extensions in place. This federal rule change does not replace the separate requirements for state-level filings, which you must still complete, such as those in Minnesota.