A MN business renewal is the annual filing every Minnesota LLC, corporation, nonprofit, and registered foreign entity submits to the Minnesota Secretary of State by December 31. A domestic entity that files on time pays $0. Miss the deadline and the state administratively dissolves your entity on January 1. The entity stays inactive, and loses good standing, until you reinstate it.
This guide covers who files, what it costs, how to file online, what happens when you miss December 31, and how owners with entities in more than one state keep each renewal on schedule. For the state's full calendar, see the Minnesota deadlines page.
What is a MN business renewal?
A MN business renewal is a yearly confirmation of your entity's basic record with the Minnesota Secretary of State. It is not a tax return and it is not a financial report.
The filing asks for your registered office address, your registered agent if you name one, your principal executive office, the name of your CEO or manager, and a contact email. If nothing changed since last year, you confirm the record and submit.
The official instructions and the online portal live on the Secretary of State renewals page. Minnesota calls this an "annual renewal" rather than an annual report. Other states use the second term for the same filing.
Who has to file a Minnesota annual renewal?
Every domestic LLC, domestic corporation, foreign LLC, foreign corporation, nonprofit, and limited partnership registered in Minnesota files an annual renewal. Sole proprietorships and general partnerships without a state registration do not.
"Domestic" means you formed the entity in Minnesota. "Foreign" means you formed it in another state and registered it to do business here. Owners with entities in more than one state often hold both types, and each entity needs its own filing.
Your first renewal comes due December 31 of the calendar year after the year you formed or registered the entity. An LLC formed in March 2026 files its first renewal by December 31, 2027.
When is the MN business renewal due in 2026?
The MN business renewal deadline is December 31, 2026, for every entity type. Minnesota does not stagger due dates by formation month the way some states do.
The Secretary of State opens the renewal window on January 1 each year. You can file any day from January through December 31.
Minnesota sends a reminder to the email on file, but a bounced or ignored reminder does not extend the deadline.
How much does the Minnesota annual renewal cost?
A Minnesota annual renewal costs nothing for a domestic LLC, corporation, or nonprofit that files on time, and a foreign corporation pays a state fee. Confirm the current amount on the official site before you pay, since the state adjusts fees from time to time.
| Entity type | 2026 fee if filed on time | Deadline | If you miss it |
|---|---|---|---|
| Domestic LLC | $0 | December 31 | Dissolved January 1; reinstatement fee applies |
| Domestic corporation | $0 | December 31 | Dissolved January 1; reinstatement fee applies |
| Nonprofit | $0 | December 31 | Dissolved January 1; reinstatement fee applies |
| Foreign LLC | $0 | December 31 | Authority revoked; reinstatement fee applies |
| Foreign corporation | $115 by mail, $135 online | December 31 | Authority revoked; reinstatement fee applies |
The state sets reinstatement fees, and the amount depends on entity type and on whether you file by mail or online. The real cost of a lapse sits elsewhere: a lender who pulls a certificate of good standing and finds nothing, a licensing board that checks the record, or a buyer who walks during diligence.
How to file your MN business renewal online
You file a MN business renewal through the Minnesota Business and Lien System on the Secretary of State site, and most owners finish in under ten minutes per entity.
- Create or sign in to your online account at sos.mn.gov.
- Search your entity by name or file number.
- Select the annual renewal option and review the details on record.
- Update any address, agent, or officer information that changed.
- Pay the fee if your entity is a foreign corporation, then submit.
- Download the confirmation and store it with your entity records.
Mail filing works too. Print the renewal form for your entity type, complete it, and send it with a check if a fee applies. Mail takes longer to process, so leave a few weeks before December 31.
If you manage a Minnesota LLC and also hold a Delaware corporation, a Wisconsin LLC, and a Texas entity, each state has its own portal, login, fee, and due date. Each entity needs its own filing, and none of the portals talk to each other.
What happens if you miss the Minnesota renewal deadline?
Missing the Minnesota renewal deadline means the Secretary of State dissolves a domestic entity, or revokes a foreign entity's authority, on January 1 of the following year.
Once dissolved, your entity loses good standing. Banks, lenders, licensing boards, and counterparties who check the state record see "dissolved" instead of "active." The state holds your entity name for one year after dissolution. After that year, another filer can take it.
Reinstatement in Minnesota is simpler than in many states. You file the current-year annual renewal and pay the reinstatement fee the state sets, and the entity returns to active status. You still had a gap on the public record, and you cannot control who pulled a search during that window. If you reinstate more than a year out and someone took your name in the meantime, you also have to pick a new one.
How Fernway keeps your MN business renewal on schedule
Fernway tracks the MN business renewal deadline for every Minnesota entity you own, alongside the annual report, franchise tax, and registered agent renewals for entities in other states, so one missed email never turns into a dissolution.
Reminders. You add each entity with its state, type, and formation date. Fernway calculates the due date and sends reminders at 90, 60, 30, and 7 days out. For Minnesota that means you hear about December 31 in early October, not on December 30.
Dashboard. One screen lists every entity, its next deadline, and its current status. A real estate investor with eight single-asset LLCs across Minnesota, Wisconsin, and Arizona sees all eight due dates in one column instead of eight portals.
Compliance score. Each entity carries a score based on upcoming and overdue filings. A serial founder with three operating companies and two holding entities can spot the one that slipped without opening each record.
Document vault. Store the renewal confirmation, formation documents, operating agreement, and registered agent contract with the entity they belong to. When a lender asks for a good standing certificate and last year's renewal, you pull both in a minute.
Filing builder (Pro). Fernway pre-fills the information each state's form asks for from the entity record you already keep. For Minnesota, that means the registered office, principal executive office, and manager or CEO name are ready to paste into the state portal. A fractional CFO handling renewals for a dozen client entities uses it to avoid retyping the same addresses across states.
Fernway doesn't file on your behalf or replace your registered agent. It tells you what is due, when, and for which entity, and keeps the paperwork in one place so you can file it yourself in minutes. Get started free or pick a state from the deadlines by state index.
Questions
Is the MN business renewal free?
Yes, for domestic LLCs, corporations, nonprofits, and foreign LLCs that file on time. Foreign corporations pay a filing fee, and any entity that misses December 31 pays a reinstatement fee the state sets. Confirm the current amount on the official site before you file.
When is the Minnesota annual renewal due?
December 31 every year. The filing window opens January 1, so you can file any time during the calendar year. Your first renewal is due December 31 of the year after you formed or registered the entity.
What is the difference between a MN annual renewal and an annual report?
None in practice. Minnesota uses the term "annual renewal" for the filing most other states call an annual report. If you hold entities in more than one state, expect the name, fee, and due date to change with each state even though the purpose stays the same.
Can I file the Minnesota LLC annual renewal online?
Yes. Sign in to the Minnesota Business and Lien System on sos.mn.gov, find your entity, and select the annual renewal option. Online filing posts faster than mail and gives you a confirmation to store with your records.
What happens if I don't file my MN LLC renewal?
The state dissolves your LLC on January 1 after the missed deadline. You lose good standing until you file the current-year annual renewal and pay the reinstatement fee the state sets. The dissolution stays on the public record for the period it was in effect.
Does a foreign LLC registered in Minnesota need to file a renewal?
Yes. Every foreign LLC and corporation with a Minnesota registration files an annual renewal by December 31. Each entity needs its own filing, so an owner with a home-state LLC plus a Minnesota registration files in both states.
This guide is general information, not tax or legal advice. Check the current form and instructions, or ask a tax professional about your own situation.