Minnesota

Minnesota is unusual: a domestic corporation or LLC MUST continuously maintain a registered office but a registered agent is OPTIONAL ('shall have a registered office, and may have a registered agent' - Minn. Stat. 302A.121; 322C.0113 is identical for LLCs). A foreign entityDomestic / foreignRelative to one state's records: an entity is domestic in the state that formed it and foreign everywhere else it registers to do business.Read the full entry → must designate an agent when registering. If an agent is designated, it may be a natural person residing in Minnesota, a domestic corporation or LLC, or an authorized foreign corporation or LLC, with a business office identical to the registered office - so a resident owner can be the agent, or a domestic entity can simply list its own office and skip naming an agent.

Consent required: no.

Minn. Stat. § 5.25 is the hub: process may be served on the registered agent if any; if none, on an officer, manager, or general partner; and if none can be found at the address on file, on the secretary of state ($35 fee for entities governed by chs. 302A, 317A, 321, 322C, etc.; $50 for foreign corporations). The LLC act separately makes the secretary of state the company's agent when it does not appoint or maintain an agent or the agent cannot be found with reasonable diligence (322C.0116, subd. 2), and 302A.901 cross-references § 5.25 for corporations.

• Other. Because a registered agent is optional for domestic entities, there is no penalty for not having one - the trade-off is service exposure: with no agent, process may be served on any officer, manager, or general partner, and if none can be found at the address on file, on the secretary of state.
• Other. A foreign corporation that fails to appoint or maintain a registered agent in Minnesota, or whose agent cannot be found at the registered office, may be served by leaving process with the secretary of state plus a $50 fee.
• Administrative DissolutionRevocation / administrative dissolutionThe state involuntarily ending an entity's authority to do business - for missed annual reports, a lapsed registered agent, or unpaid fees.Read the full entry →. Administrative dissolution/termination in Minnesota is triggered by failing to file the annual renewal - not by any registered agent lapse (an agent being optional). A corporation that misses the renewal in any calendar year is administratively dissolved; an LLC that misses its renewal is administratively terminated, and a non-Minnesota LLC has its authority revoked.
• ReinstatementReinstatementRestoring an entity the state revoked or administratively dissolved for missed filings - typically back-filing reports, paying accrued fees and penalties, and filing an application.Read the full entry → Fee. Reinstatement after administrative dissolution/termination is by filing a single annual renewal plus a $25 fee, which retroactively returns the entity to good standingGood standingThe state's verdict that an entity exists and is current on required filings and fees.Read the full entry →/active status as of the dissolution date and validates intervening contracts and acts.

Filing officeFiling officeThe agency that keeps the business register.Read the full entry →

Minnesota Secretary of State (Certificate of Assumed NameDBA / fictitious nameA name a business operates under that is not its legal name - 'doing business as.' Also: assumed name, trade name, fictitious business name.Read the full entry →, Minn. Stat. ch. 333)

State fee

$50 for expeditedExpeditePaying the state to process a filing faster than its standard queue - same-day, 24-hour, even 2-hour tiers in some states.Read the full entry → service (in-person and ONLINE filings), $30 if submitted by mail (verified from the SOS's official Certificate of Assumed Name form); statutory base fee $30 per Minn. Stat. 333.055; amendments carry the same fee

Term

Perpetual as long as a (free) ANNUAL renewal is filed each calendar year; certificate expires in the calendar year after a year in which the annual renewal was not filed (Minn. Stat. 333.055)

Renewal

Annual renewal required to maintain good standing - NO FEE when filed on time; expired certificates may be reinstated by filing the annual renewal with a $25 reinstatement fee

Publication

Required. After filing with the SOS, the Certificate of Assumed Name (and any Amendment) must be published in a QUALIFIED LEGAL NEWSPAPER for TWO CONSECUTIVE ISSUES in the county of the principal place of business (Minn. Stat. 333.01). The newspaper returns an affidavit of publication which the business RETAINS - it is not filed with the SOS. No statutory publication deadline stated, but filing is not perfected against the publication duty until done; SOS publishes a legal-newspaper list.

Online filing

Available

The regime

Minnesota requires any person - defined to include natural persons, partnerships, LPs, LLCs, LLPs, corporations, trusts, and other business organizations - conducting a commercial business under a name that does not set forth the true name of every person interested in the business to file an assumed name certificate with the Office of the Secretary of State before commencing business, and then to publish the filed certificate in a qualified newspaper for two successive issues.

Where it is filed

The Office of the Minnesota Secretary of State - a single statewide filing. The secretary of state keeps an alphabetical list of assumed names, and a certified copyCertified copyA copy of a filed document that the state certifies as true and complete, with an official seal or certification page.Read the full entry → of the certificate is presumptive evidence of its contents in Minnesota courts.

Publication

After filing with the secretary of state, the certificate must be published for two successive issues in a qualified newspaper in the county where the filer has a principal or registered office. Amended certificates must also be published, unless the amendment is made only to comply with a change in the law.

Term and renewal

The certificate is effective upon filing and remains in effect as long as an annual renewal is filed in each calendar year following the calendar year of the original filing; it expires in the calendar year following a year in which the annual renewal was not filed.

Name restrictions

The assumed name must not include entity-indicator phrases or abbreviations (corporation, incorporated, limited, chartered, professional association, cooperative, limited partnership, limited liability company, and similar) unless the filer is authorized to use them; an assumed or fictitious name may not be used to intentionally misrepresent the business's geographic origin or location; and the secretary of state will not accept a certificate whose name is not distinguishable from a corporate, LLC, LLP, cooperative, or LP name in use or reserved, or a registered mark, without written consent, a court decree of prior right, or an affidavit of nonuser.

Assumed names for registered entities

Registered entities use the same ch. 333 filing: a Minnesota corporation may conduct all or part of its business under one or more assumed names 'as provided in sections 333.001 to 333.06' (§ 302A.161, subd. 23). On the foreign-entity name-conflict side, a foreign LLC whose name does not comply with Minnesota's LLC-name rules cannot obtain a certificate of authorityCertificate of authorityPermission for an entity formed in one state to do business in another - the 'foreign' registration.Read the full entry → until it adopts a complying 'alternate name,' and a foreign LLC that qualifies under an alternate name need not also file under § 333.01.

Penalties

If a noncomplying business sues on a business contract or transaction before filing, the defendant may plead the failure in abatement and the action is stayed until the certificate is filed; the defendant is also entitled to tax $250 in costs (whether or not the defendant prevails), and a plaintiff suing a noncomplying business may tax $250 costs regardless of which party prevails.
A person who violates any provision of §§ 333.01 to 333.06 is subject to the penalties and remedies provided in Minn. Stat. § 8.31, in addition to remedies or penalties otherwise available.

Official source

www.sos.mn.gov/business-liens/business-forms-fees/assumed-namedba↗ (opens the official source)

What it is called

Corporation franchise taxFranchise taxA recurring tax on the privilege of existing as an entity in a state - not a tax on franchising a business.Read the full entry → (income-measured, Minn. Stat. ch. 290) + minimum fee (Minn. Stat. 290.0922)

Administering agency

Minnesota Department of Revenue ([email protected], 651-556-3075). Secretary of State has no franchise-tax role (SOS annual renewal $0).

Corporation minimum

$0

How it is computed

TWO PIECES, both administered by the Dept of Revenue. (1) CORPORATION FRANCHISE TAX (C corps only, income-measured): 9.8% of Minnesota taxable income (Minn. Stat. 290.06 subd. 1; imposition 290.02), PLUS corporate AMT = excess of 5.8% of MN alternative minimum taxable income over the regular tax (290.0921 - active, NOT repealed). No fixed dollar floor: a no-income corporation under the minimum-fee threshold owes $0. Return (Form M4) due at the federal due date (calendar-year C corp = April 15); automatic 7-month filing extension (not payment); quarterly estimates required if tax > $500 (due 15th day of months 3/6/9/12). (2) MINIMUM FEE (290.0922) - IN ADDITION to (not a floor under) the regular tax and AMT; applies to C corps (subd. 1(a)) AND S corps + partnerships incl. multi-member LLCs taxed as partnerships (subd. 1(b), same brackets). Base = sum of Minnesota property + payroll + sales/receipts (subd. 3). TY2025 brackets: <$1,250,000 = $0; $1,250,000-$2,509,999 = $260; $2,510,000-$12,539,999 = $750; $12,540,000-$25,069,999 = $2,510; $25,070,000-$50,139,999 = $5,020; >=$50,140,000 = $12,540 (cap). TY2026: <$1,280,000 = $0; then $260 / $770 / $2,560 / $5,140 / $12,830 (cap) at thresholds $1,280,000 / $2,560,000 / $12,830,000 / $25,640,000 / $51,280,000. Inflation-adjusted annually per subd. 1(c) (base 2019; fees rounded to $10, thresholds to $10,000). Paid with the entity retu