Forming A Minnesota Limited Liability Company – Post-Organization Issues

Post-Organization Issues

General Considerations

After the limited liability company is formed, it must perform certain start-up tasks, such as obtaining federal and state tax identification numbers, obtaining an unemployment compensation identification number, setting up and maintaining the books and records of the business, calling and conducting the initial meeting of the board of governors or members, and taking other actions. All actions taken and decisions made by the limited liability company through its governors, managers and members must conform with the articles of organization, operating agreement, and applicable law. All actions and decisions should be recorded in the company’s minute book. Specific guidance on post-organization issues may be obtained from the company’s legal and tax advisors.

Annual Registration

Both Minnesota and non-Minnesota limited liability companies must register with the Secretary of State once every year. The Secretary of State will send a registration form to the limited liability company at its registered office. The form is also available at the Secretary of State’s website at or by fax from the Fax Forms library at (651) 296-2803 or by mail from the Secretary of State. The registration is due before the end of the calendar year. Failure to file will result in administrative termination. Reinstatement may occur within one year of the date of the administrative termination by filing the registration form and paying a $25 reinstatement fee.

Operating Agreements

Many aspects of business can be controlled by a document called an operating agreement, which is similar in function to a corporate shareholder agreement. Operating agreements are fact-specific to the circumstances of each limited liability company, and limited liability company members should consult with legal counsel in creating or signing such agreements.

This post is part of a series of posts on forming a limited liability corporation.

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