Minnesota LLC Annual Report: Due Date, Fee and Late Penalty

Minnesota LLC annual renewal rules at a glance

State fees verified October 2026 and set by the state, not by us. Deadlines, penalties and dissolution rules are Minnesota's, read from its statutes and the pages of the Minnesota Secretary of State; the statutes are cited in the text.

How Minnesota's annual renewal works

Minnesota calls it an Annual Renewal and charges nothing for it when it is filed on time. It is due December 31 each year and filed with the Secretary of State online (an account is required) or by mail; the state accepts it from January 1, so an LLC can renew for the year at any point in it.

The renewal confirms the registered office address, the registered agent if there is one (Minnesota does not require an agent for a domestic LLC), the principal executive office, and the LLC's chief manager or governor as the state has them. There is no fee for a domestic LLC's renewal and no late fee as such.

What Minnesota does not have is a late window. The day after a missed December 31, the LLC is administratively terminated without further notice under Minn. Stat. 322C.0208 and 322C.0705; there is no period in which the late renewal can simply be filed.

Who files it and what the form asks

Every Minnesota LLC on the state's active record owes the annual renewal for each report year, whether or not it did any business; an LLC that has stopped trading still owes it until it files articles of dissolution. A member, manager or someone they authorize signs it, and in practice the owner, the registered agent or the company's accountant files it.

The form confirms what the state already holds: the principal office and mailing address, the registered agent and registered office, and the people who run the LLC, with the Minnesota-specific fields described above. What matters is that anything that changed during the year is corrected here, because the state sends its notices, including the next year's reminder, to the addresses on the report.

Changing the registered agent is best treated as a separate filing in Minnesota: the annual renewal confirms the agent on record, and the state's statement of change names the new one. Owners who switch agents usually file the change first so the report shows the right agent. We can make the switch for you, and the Minnesota registered agent rules cover who may serve. Every state's change form and fee is in how to change a registered agent.

When the Minnesota annual renewal is due

Minnesota uses one date for every LLC: December 31, every year. The state starts accepting the report on January 1, so the filing window runs from then to the due date, and filing in the first weeks of it is the simplest way never to meet the penalty.

There is no grace period: the day after the due date the report is late. The state does not keep a late window open: once the due date passes, that year's report can no longer simply be filed late, and the consequences below take over.

Your first annual renewal

The first annual renewal is due December 31 of the year after the LLC was formed: formed any time in 2026, first report by December 31, 2027. Nothing is owed in the formation year itself.

The state fee and the late penalty

Minnesota charges nothing for the annual renewal itself. The report is still required, and the consequences of missing it are the same as in a state that charges: the fee was never the point of the filing.

The late penalty in Minnesota: none, but there is no late window: the LLC is terminated the day after December 31. The state's response to a missed report is otherwise the status change and dissolution process described next.

If you missed the Minnesota annual renewal

Reinstatement is the renewal form itself: file the current year's renewal and pay $65 by mail or $85 online or in person, which is the $25 reinstatement fee plus the $40 late penalty under Minn. Stat. 5.60 (new in 2025), plus the state's $20 online service fee. No back renewals are owed, and there is no deadline for reinstating, but until it is filed the LLC does not exist in the state's eyes.

The ladder is the same everywhere: a late fee where the state has one, then loss of good standing (which blocks a certificate of good standing and the loans, contracts and registrations that need one), then administrative dissolution or revocation, then reinstatement. Our guide to reinstating a dissolved LLC walks through the steps and the state fees in every state, and we file reinstatements. Until the LLC is dissolved, the cheapest fix is almost always to file the report now.

Before you file the Minnesota annual renewal

The filing itself takes minutes once the details are to hand; most of the time lost on an annual renewal is spent hunting for them. Have ready:

• The LLC's Minnesota file or entity number, as it appears on the articles or on the Minnesota Secretary of State business search; the Minnesota Secretary of State requires an online account tied to the record, so set that up before the deadline week.
• The registered agent's current name and Minnesota street address; if the agent has changed, file the change first.
• The principal office and mailing address as they should read for the coming year.
• The names and addresses the Minnesota form asks for (above), spelled as the state has them.
• No payment: the report is free, but it still has to be submitted.
• The signer's name and capacity: member, manager or authorized person.

Save the state's confirmation when it arrives. It is the proof of filing a bank, a lender or a buyer will ask for, and the date on it is the date the state goes by.

How Minnesota compares with its neighbors

Minnesota's annual renewal is due December 31, with no state fee. Next door:

• North Dakota: an annual report due November 15 ($50 state fee, $50 late penalty).
• South Dakota: an annual report due the first day of the anniversary month ($55 state fee, $55 late penalty).
• Iowa: a biennial report due April 1 ($30 state fee, no late fee).
• Wisconsin: an annual report due the last day of the calendar quarter that contains the anniversary month ($25 state fee, no late fee).

An LLC registered to do business in more than one of these states owes each state's report on each state's calendar; the formation state's filing never covers a foreign registration, and the due dates rarely line up.