Minnesota Registered Office and Agent Service

Section 5.36 of Minnesota Statutes builds the requirement around the registered office. Each Minnesota business entity has to keep one in the state at all times. For the agent, the statute says an entity formed in Minnesota "may" designate one, and the Articles of Organization form says outright that an agent is not required.

In Saint Paul, the Secretary of State's Business Services office keeps the record. Article II of the Articles takes the registered office address, which is required, and the form says a PO Box by itself is not acceptable. It also asks for an email address for official notices that may be used for annual renewal reminders and other important notices. All of the information on the form is public. Filing the Articles costs $155 for online and in-person filings and $135 by mail, and the form also records the organizers' names, street addresses and signatures and a perpetual duration.

The change form says the registered agent accepts service of process or notices sent to the entity. State notices follow a different path: the email address for official notices. These are the LLC rules, and the same agent service is open to corporations, LPs, LLPs and nonprofits.

Section 5.36 says the registered office must be an actual office location and not solely a post office box. The forms add that a P.O. box by itself is not acceptable and ask for the complete street address, or the rural route and rural route box number.

Without a named agent, process on an LLC may be served on an officer, manager or general partner of the entity, and if none can be found at the address on file with the Secretary of State, on the Secretary of State under section 5.25.

The forms say information provided when filing is public data and may be viewable online, including all individual names and addresses. Whatever you list is public.

When an agent is named, the statute limits who it can be: a natural person residing in Minnesota, a domestic corporation or LLC, or a foreign corporation or LLC authorized to transact business in the state. The agent must also keep a business office identical with the registered office, so the two addresses are one.

The change form is blunt that an entity may not act as its own agent, so do not list your entity name on the agent line.

Members and managers can live anywhere. The in-state presence is the office and, if you name one, the agent.

If you live in Minnesota, you can serve as your own agent with your business office as the registered office. It costs nothing extra, and the address becomes public.

A natural person who lives in Minnesota can serve from their business office, whether a co-owner, an employee or an attorney. That falls apart if they move, change jobs or become hard to reach.

A commercial agent's address sits on the record instead of yours.

The filing is the Notice of Change of Registered Office/Registered Agent. The fee schedule lists it at $55 online or in person and $35 by mail. Section 5.36, subdivision 3, calls for a resolution approved by the affirmative vote of a majority of the LLC's governing body. For a multi-member LLC you follow the voting rules in your operating agreement.

The state says eligible online filings are expedited and typically processed within 2 to 5 business days, while mailed changes are processed first come, first served.

If you do not want a replacement agent, you can file a change that keeps only a registered office: the form says to list "NONE" in the agent box. If you are leaving a commercial agent, do not cancel that service until the change is filed and effective. When you move to Mainstay we prepare and file the change, and the state fee is charged at cost.

A Minnesota registered agent resigns by filing a signed written notice of resignation with the Secretary of State, including a statement that a signed copy of the notice has been given to the entity at its principal executive office or to a legal representative. Under section 5.36, subdivision 4, the appointment ends 30 days after the notice is filed. The fee schedule lists a resignation at $35 and says it is not available online or in person, so it goes by mail.

Because naming an agent is optional, a resignation does not leave the LLC without a registered office, but you still need to decide who takes the agent role. If no agent is appointed, process can be served on an officer, manager or general partner of the entity, and failing that on the Secretary of State, who charges a $35 fee when a copy is filed with the office under section 5.25.

So when an agent resigns, either file the $55 change naming a new agent within the 30 days or change the record to keep only the registered office.

A Minnesota LLC files an annual renewal by December 31 of each calendar year, beginning the year after it files its Articles. The statute is explicit that no fee is required to file it. The renewal contains the items in section 5.34, including the registered office and agent, a manager's name and address, the principal executive office and an email address.

Under section 322C.0705, an LLC that has not filed its renewal is administratively terminated. Reinstatement is possible and is retroactive to the termination date, but it costs $85 online or $65 by mail.

Annual renewal reminders go to the email address for official notices on your filing, so keep that address current. Changing the agent does not reset the renewal, so both obligations stand on their own.

With Mainstay the Minnesota agent role costs $149 a year, and you pay the same $149 when it renews. It comes with compliance reminders. The annual renewal, due by December 31, costs nothing at the state, and filing it is not part of this service. It comes with the $199 formation package, which brings the agent along and adds the Articles of Organization and your EIN application, with the state's filing fee at cost.

Mainstay's Minnesota address goes on the record as your registered office. Anything served on your company is scanned and uploaded the same business day, free. Each year the first three government mailings are scanned at no charge, and a per-piece scan or shipping fee covers the rest. Physical forwarding is not free on any of our tiers.