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In order to transact business in Minnesota as a foreign Limited Liability Company, a Certificate of Authority is required. A registered office address in Minnesota and a Registered Agent is required.
Minnesota corporations have to file an Amendment of Articles of Incorporation with the Secretary of State. You can file in person, online, or by mail. You will also need to include your payment for the filing fee. The cost for domestic corporations is $25 and $50 for foreign corporations.
How do you dissolve a Minnesota Corporation? Corporations which have issued shares: To dissolve your Minnesota corporation after it has issued shares, you must first file the Intent to Dissolve form with the Minnesota Secretary of State (SOS). Then the corporation will file the Articles of Dissolution Chapter 302A.
Once an entity is administratively dissolved, it may apply to the Secretary of State for reinstatement (or requalification, in the case of foreign entities). The entities must submit an application and correct all reasons that led to the dissolution or else prove to the Secretary that the grounds do not exist.
The Minnesota Secretary of State has the power to administratively dissolve or ?terminate? your LLC if you don't file your annual renewal every year by January 1st. To get back into business again, you can apply for reinstatement.
All you have to do is file one annual renewal and a $25 reinstatement fee. Submit all applicable fees. If the corporation was not transacting business in Minnesota for any of the reporting periods missed, an affidavit to that effect must be submitted with the application for reinstatement.
Registering as a foreign LLC in Minnesota involves appointing a local registered agent, filing a Certificate of Authority to Transact Business in Minnesota with the Secretary of State, and paying the state a $185 filing fee ($205 for online or in-person filings).
If your entity has been statutorily dissolved, you may have it retroactively reinstated (as long as the name is still available) by filing a renewal for the current year and paying a fee.