LLC Foundational Learning

Get Minnesota Certificate of Good Standing (Compliance or Status)

A Minnesota certificate of good standing (MN) is a legal document that verifies that your limited liability company (LLC) or corporation was correctly formed and is in good standing with the state.

This Certificate of Good Standing Minnesota guide will explain how to get a certificate of good standing in Minnesota and the requirements to get a good standing certificate.

What is a Certificate of Good Standing? 

The certificate- of good standing, aka “certificate of existence,” confirms that a company is up-to-date with its filings and has no legal issues preventing it from conducting business. 

This state document verifies that you have legally formed your LLC or corporation and that your company is properly maintained.

Requirements for Getting a Minnesota Certificate of Good Standing

In Minnesota, the certificate of good standing is known as a certificate of compliance issued by the Minnesota Secretary of State. To qualify for a Minnesota certificate of compliance, make sure your corporation or LLC is up-to-date with the following state compliance requirements.

First Requirement

Obtain Business Licenses & Permits

Follow federal, state, and local licensing guidelines to operate your business in Minnesota in a state-compliant manner. Some examples include health permits, building permits, medical and other professional licenses, etc.

To find more about state licensing requirements, visit the Minnesota ELicensing website.

Second Requirement

Pay State Taxes

Different businesses are subjected to different taxes such as Minnesota Unemployment Insurance (UI) tax, withholding tax, sales tax, etc. Depending on your business activity, you must register for various forms of Minnesota state tax. 

Depending on their total yearly income through Minnesota property, payroll, and sales amounts, businesses may also need to pay a minimum fee alongside their taxes.

Additional LLC Taxes

LLCs in addition to general taxes must pay LLC taxes depending on the LLC tax structure:

First Requirement

Timely Submit Annual Reports

All Minnesota corporations and LLCs must file an annual report that summarizes their business's finances over the past year. 

The Minnesota Secretary of State requires your business to submit an annual report. The Minnesota LLC biennial report filing fee is $0 and is due each year by December 31. 

How Do I Get a Certificate of Good Standing in Minnesota?

Once your business is up-to-date with all filings and compliance requirements, you can order your certificate of Good Standing from the state authority.

The Minnesota certificate of compliance is requested from the Minnesota Secretary of State. To order your certificate of compliance online from the Minnesota Secretary of State, click the following link.

You can also apply via mail or in-person by downloading the Minnesota certificate of compliance using the following link:

Mailing Address

Minnesota Secretary of State – Certification
Retirement Systems of Minnesota Building
60 Empire Drive, Suite 100
St Paul, MN 55103

The filing Cost for the Minnesota Certificate of Compliance is $15 online, $5 by mail and in person.

Why Do I Need a Certificate of Good Standing in Minnesota?

While you don’t necessarily need a certificate of compliance to run your LLC or corporation in Minnesota, there are several instances where you may need to get one. These include:

  • Opening a business bank account
  • Applying for a business loan or line of credit from a bank
  • Purchasing business insurance
  • Trying to lease commercial space
  • Soliciting funds from potential investors
  • You want to register your LLC or other business in another state as a foreign or out-of-state LLC
  • You want to Transfer or domesticate your business to another state
  • You’re selling your business, and the buyer wants proof that the company is in good legal standing
  • You are contracting with another company
  • You need to show compliance with government regulations in any other situation

FAQs on Minnesota Certificate of Good Standing

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