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How to File an LLC Statement of Information in Minnesota: The Complete Playbook (2026)
Every Minnesota LLC is required to periodically file a Statement of Information with the Minnesota Secretary of State. Failing to do so can result in penalties, administrative dissolution, and loss of good standing. This guide walks you through everything you need to know — from what the form requires to exactly how and when to file it.
Key Takeaways
- Minnesota does not currently require LLCs to file periodic Statements of Information the way California or Delaware do. However, annual reporting obligations and other compliance steps still apply.
- The Minnesota LLC Act (Minn. Stat. §§ 322A.01–322A.73) governs all domestic and foreign LLCs operating in the state.
- Annual Franchise Tax Reports are required for Minnesota LLCs, filed between January 1 and May 1 each year.
- Filing fee: $0 for the annual report (but a $25 late fee applies if filed after the deadline).
- Online filing is available through the Minnesota Secretary of State's business portal and is the fastest method.
- Late filings incur a $25 penalty and can lead to administrative dissolution after repeated failures.
Understanding the Minnesota LLC Filing Landscape
What Is a Statement of Information?
A Statement of Information is a document that LLCs must file with the state to update or confirm basic company details — such as the registered agent, principal office address, and member/manager information. Some states require it annually; others every two years. Minnesota stands apart from many of these states in its approach.
Does Minnesota Require a Statement of Information for LLCs?
As of 2026, the Minnesota Secretary of State does not have a specific "Statement of Information" form for LLCs analogous to California's Form LLC-12 or Delaware's Form 421. Instead, Minnesota LLCs satisfy their periodic disclosure obligations through the Annual Franchise Tax Report, which serves a similar compliance purpose.
What Minnesota Does Require
- Articles of Organization (L-1) — filed at formation
- Annual Franchise Tax Report — filed every year
- Registered Agent — maintained continuously with a valid Minnesota street address
- Amendment filings — when key information changes (e.g., name, agent, purpose)
Minnesota Annual Franchise Tax Report: The Closest Equivalent to a Statement of Information
While Minnesota does not use the term "Statement of Information" for LLCs, the Annual Franchise Tax Report (also known as the Annual Update) is the periodic filing that keeps your LLC in active status. Here's what you need to know:
Who Must File
- All domestic LLCs organized under Minnesota law
- All foreign LLCs registered to do business in Minnesota
When to File
The Annual Franchise Tax Report must be filed between January 1 and May 1 each year, covering the prior calendar year. This is a hard deadline — missing it triggers penalties.
What Information Is Required
- LLC legal name and entity number
- Principal office address
- Registered agent name and Minnesota street address
- Name and address of at least one manager or managing member
- Total gross income (for tax calculation purposes)
How to File
| Filing Method | Speed | Cost | Best For |
|---|---|---|---|
| Online (Secure Portal) | Immediate confirmation | $0 | Most LLCs — fastest and simplest |
| Mail (Paper Form) | 7–10 business days | $0 | Those without internet access |
| In Person | Same day | $0 | Complex filings needing staff assistance |
| Through a Service Provider | Varies | Service fee + $0 state fee | Businesses using formation or compliance services |
Step-by-Step: Filing Your Minnesota Annual Franchise Tax Report
Checklist: Before You File
- [ ] Confirm your LLC is in good standing (no outstanding fees or penalties)
- [ ] Gather your entity number (assigned by the Secretary of State at formation)
- [ ] Verify your registered agent's current Minnesota street address
- [ ] Confirm the name and address of a manager or managing member
- [ ] Calculate your total gross income for the prior calendar year
- [ ] Ensure your principal office address is current
- [ ] Check the filing window: January 1 – May 1
Step 1: Access the Filing Portal
Visit the Minnesota Secretary of State's Business Services Portal at sos.mn.gov. Navigate to the business filing section and select "Annual Franchise Tax Report" for LLCs.
Step 2: Enter Your Entity Information
Input your LLC's legal name and entity number. The system will pull your existing registration details. Review each field carefully for accuracy.
Step 3: Update Required Details
Confirm or update the following information:
- Principal office address (can be out of state, but must be a physical address)
- Registered agent name and Minnesota street address (PO Boxes are not accepted)
- Manager or member information
- Gross income figures
Step 4: Submit and Pay (If Applicable)
The annual franchise tax report for most small LLCs carries no filing fee. However, if your LLC has gross income exceeding certain thresholds, a franchise tax may be due. Submit the form electronically and save your confirmation receipt.
Step 5: Retain Records
Save a copy of your filed report and confirmation number. The state recommends retaining these records for at least five years for tax and compliance purposes.
Late Filing: Penalties and Remedies
Penalty Schedule
| Violation | Penalty | Additional Consequences |
|---|---|---|
| First late filing | $25 | Notice of delinquency |
| Second consecutive year late | $25 + accrued penalties | Increased scrutiny |
| Three+ years delinquent | $25 per year + interest | Administrative dissolution |