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Minnesota puts its registered agent rules in one short statute, Minn. Stat. 5.36. It says a business entity must continuously maintain a registered office in the state. The office does not have to be the same as the principal place of business. Our Minnesota business guide covers the search tool.
What counts as a registered office?
An actual office location. The statute says that if the address in the Secretary of State's records is not an actual office or is solely a post office box, the entity must give a new address that includes an actual office location. The new address may also include a mailing address or box.
Two details help:
- No fee may be charged when the address is changed only to bring it into compliance.
- The governing body of the entity must have approved the new registered office address.
Who can be the agent?
The registered agent may be a natural person residing in Minnesota, a domestic corporation or LLC, or a foreign corporation or LLC authorized to transact business in Minnesota. The agent must maintain a business office identical to the registered office.
So one of your members who lives in Minnesota and keeps an office there can serve. An out-of-state owner needs someone else. See LLC for non-residents and registered agent services for how to choose. We name no provider.
The pages we read do not say whether the agent must consent in writing. Do not assume it either way.
Do I have to name the agent at formation?
An LLC formed in Minnesota may designate an agent in its formation document. Foreign entities must name an agent when they register. The Articles of Organization are $155 online or $135 by mail, and our Minnesota LLC guide shows the filing steps.
How do I change the agent or the office?
File a statement with the Secretary of State that gives:
- The name of the entity.
- The new registered office address, if it changes.
- The name of the new agent, if the agent changes, or the corrected name.
- A statement that the registered office address and the agent's business office address will be identical.
- A statement that a majority of the governing body present approved the change by resolution.
The fee schedule lists the change for a domestic LLC at $35 by mail and $55 online or in person. When an agent's own address or name changes, the agent can update each entity it represents with one statement, signed only by the agent, which says a copy was mailed to each of those entities.
How does an agent resign?
The agent files a signed written notice with the Secretary of State. It must state that a signed copy was given to the entity at its principal executive office or to its legal representative. The appointment ends 30 days after the notice is filed.
For a domestic LLC the resignation fee is $35. The schedule shows it as not available online or in person, so it goes by mail.
What if the LLC has no agent?
The statute makes the registered office a continuing duty. The pages we read do not list a penalty for a missing agent, so we do not state one. The state never sends renewal notices by mail, so keep your own reminder. A missed renewal ends in administrative dissolution and a reinstatement fee of $85 online or $65 by mail.
After a resignation, name a new agent promptly, because the appointment ends 30 days after the notice. Our service of process guide explains why a gap is risky.
How do I look up an agent?
Use the Secretary of State's business search and open the record. Our registered agent lookup guide shows what to read. To weigh up naming yourself, see being your own registered agent.