Minnesota LLC Annual Requirements: The $0 Annual Renewal
What other states call an annual report, Minnesota calls the Annual Renewal, and for an active LLC it carries no fee at all. That generosity comes paired with the sharpest deadline consequence in the country: an LLC that fails to renew by December 31 is dissolved by operation of law, and the Secretary of State is not required to warn you first. This page covers the deadline, the $0 fee, the filing itself, and the aftermath if the date slips by.
When the Minnesota Annual Renewal Is Due
The deadline is December 31, every calendar year, with the filing window running from January 1 through year end. Your first renewal is not owed in the year you form; the obligation starts the following calendar year. An LLC organized in 2026 files its first Annual Renewal at some point during 2027.
Minnesota Annual Renewal Fee: $0
An active domestic LLC in good standing pays $0 to renew, and the channel makes no difference: online, mail, and in-person filings are all free. The renewal's authorizing statute is Minn. Stat. § 5.34, with the LLC-specific obligation tied to § 322C.0211, and the same $0 treatment extends to foreign LLCs registered in the state. Minnesota keeps the contents thin as well. The form confirms basics like your registered office and, if you list one, your registered agent; it asks for no member roster and no financials.
How to File the Annual Renewal
Ready to get started?
Get Started- Look up your LLC on the Secretary of State's business search, or download the combined renewal form if you prefer paper.
- Confirm what is on record. The renewal itself can update exactly two things, once per year: the principal executive office address and the chief manager's name and address.
- Submit through your chosen channel. Online submissions are processed immediately; mail and in-person filings take roughly 4-7 business days.
- File the confirmation with your company records so there is never a question about whether the year was covered.
A name change, a new registered agent, or a new registered office cannot be handled on the renewal. Each of those takes a separate amendment filing at $35 by mail or $55 online or in person.
What Happens After a Missed December 31
Minnesota skips the late-fee stage entirely. Under Minn. Stat. § 322C.0705, non-filing by the deadline means statutory dissolution, effective without further notice to the company. There is no invoice, no grace window written into the statute, and no second letter.
The recovery path is retroactive reinstatement: as long as the name remains available, filing the current year's renewal together with the reinstatement fee ($65 by mail, $85 online or in person) restores the LLC as though the lapse never happened. It is an entirely avoidable expense for a filing that is free when submitted on schedule.
The Rest of the Compliance Picture
Between renewals, keep a registered office at a Minnesota street address on file at all times; that piece is mandatory even though a registered agent, for a Minnesota-formed LLC, is not. And note that the renewal satisfies only the Secretary of State. Tax accounts and any federal filings run on their own tracks.
Our registered agent customers get a reminder well ahead of every December 31, which is most of the battle with a deadline this quiet and this final.