A brief how to when it comes to Minnesota and LLCs (Limited Liability Corporations). I’m writing this mainly to show that I had the ability and knowledge. If it helps anyone else thats great! Disclaimer: I am going to mix in some of what I recall from college business law course; but I’m not a lawyer and these words are not intended to be taken as legal advice.
The Minnesota secretary of state keeps a roster of llc names. The name chosen for the desired new llc must be unique and distinguishable from others. Business law at SCSU taught me that the distinguishable part is boiled down to:
“would the average rational person likely confuse the two or be likely to mistakenly assume the other”
so id think something like star corp and st@r corp would be an issue especially if they both were in the same industry.
Heres the url and link to search a desired business/llc name.
MN law also requires the company name is written with limited liability Corperation or the abbreviated LLC following it. You can also file a llc and an additional dba for your llc if you wish to have another or shorter company name (and probably drop the llc from title) I was server admin and web master for a company structured as product name (dba) with a llc under it. At least I assume the owner had it registered this way as it’s the legal/correct way AFAIK. One thing I’ve learned though, protect yourself if working as a consultant because they will usually say the right thing.. Whether or not they have done it/what they said is another thing entirely; but this is a topic for another day 🙂
after filing one needs to find a local and legal/registered news paper and publish the certificate of assumed name for two consecutive issues. The paper must be located in the county that the business is being registered in
here is a list of legal newspapers in MN
this might be optional I cant pin down if this is only for llc then a doing business as/asssumed name (a separate fee) or required for any buisness formation. How ever the logic side of me says, if you or a group is forming a business with a name other than a members; then you will be doing buisness as the name assumed under filing, so it probably applies. if anyone reading this can confirm or correct this logic (as always) chime in!
Whats a registered agent? The Designated Mail Sorter is one way to think about it.
A person or separate business appointed/or paid to accept legal papers on the llcs behalf if it is sued. it can be summed up as the person who has to manage the mail or if you would rather you can pay another org to do it. there are companies that specialize in providing a registered agent service. Ill try to link one of them if I have a min to google it and find it again. About 3 years ago, right before mold hell started I was about to make vengeance tech official and came across said services at that time.
If I recall correctly there is some legalize about this needing to exist for a period of time after even the biz is dissolved but the take away is this address/person/contact point has to exist and even through say a move to a new location. because of this a po box may make sense if you dont got the “hire someone route” or if you say start in a garage with hopes of selling the masses fruit but wont be able to do it from that garage for long.
Fee For filing: $155 (to the state)
5.5 (again optional) get it notorized.
the operating agreement is not mandatory in Minnesota and isnt filed with the state. In reality this part only makes sense if more than one person is involved.
what is An operating agreement? A document stating duties/responsibilities and rights of the key members. If so I would personally go the extra step and include signature blanks and sign it in front of a legal notary
A list of assets is a good idea regardless of how many people are in your organization. If multiple People Are Contributing or Just a Sole Person, this step is essential. Having it notarized is probably more important for more than one person involved though.
Including the Value would probably be a good idea as well. A Spreadsheet would probably be a good format for this. You could also lease assets to the newly formed corp. If multiple owners are involved list who and for what in columns as well.
its going to come in handy for insurance but what you might not know is it can help protect your personal assets.
I had a very passionate biz law instructor at St. Cloud State University. On this topic he repeatedly tried to emphasize:
For llc protections to apply there has to be a clear separation of entities.
Aka if its a one man/person band and on paper that SUV belongs to the company but every weekend its shuttling kids to soccer practice and your butt to the grocery store then back home. It might end up dissolving the protections of personal assets by breaking the image of separate entities if someone is coming at your organization.