As we approach the end of the year, it’s time for Minnesota business owners to do something most don’t look forward to, but absolutely need to: wrap up their annual compliance filings.
This isn’t just paperwork. It’s about keeping your business protected, maintaining good standing with the state, and avoiding late fees or worse—unwanted penalties that could derail your business momentum in the new year.
Why Year-End Compliance Matters
Minnesota businesses, whether you’re running an LLC, corporation, or nonprofit, are required to file an annual renewal with the Secretary of State. This ensures your business stays active and recognized legally by the state.
Here’s why that matters:
- If you miss your annual renewal, your business can be administratively dissolved, meaning it no longer legally exists.
- You lose the legal protections that your LLC or corporation offers.
- You may have to pay extra fees and go through additional paperwork to reinstate your business.
That’s not how anyone wants to start the new year.
What You Need to File (and When)
In Minnesota, annual renewals are due by December 31 for most businesses. Good news? If there’s no change to your business info, the filing is typically free.
Here’s what you’ll need to check:
- Your business entity name
- Registered office address
- Registered agent information
- Names of officers, directors, or members
You can file your renewal online, by mail, or in person (but the easiest way is online through the Minnesota Secretary of State’s website).
Pro Tip: Even if your business hasn’t changed or done much this year, the filing is still required to keep your business active.
Common Year-End Mistakes to Avoid
Let’s walk through a few of the most common pitfalls I see small business owners make every year:
- Forgetting the deadline. December is hectic. Don’t let this task fall through the cracks.
- Assuming your CPA handles it. Many business owners think this is part of tax prep (hint: it’s not). This is a legal filing, not an accounting one.
- Failing to update outdated info. If your address, business structure, or ownership has changed this year, your renewal is the place to reflect that.
- Skipping your minutes and resolutions. For corporations especially, holding your annual meeting and recording minutes is part of staying compliant.
If you haven’t been keeping up with your internal corporate documents (like bylaws, resolutions, or ownership changes), now is the perfect time to get those in order.
What Happens If You Miss December 31 in Minnesota
On January 1, the Secretary of State will change your company’s status for failure to file the annual renewal. Domestic entities may be marked inactive/administratively dissolved, and foreign entities can lose their authority to transact in Minnesota. Practically, that means you’re not in good standing: banks, lenders, landlords, and licensing agencies may refuse to proceed until you fix it; some contracts require continuous good standing; and your name protection can weaken while you’re inactive.
The fix is straightforward, so act quickly:
- File the overdue annual renewal online; most entities can be reinstated promptly once the filing is accepted.
- If your registered office/agent or leadership has changed, update that information; certain changes may require separate filings and a fee.
- After reinstatement, download the confirmation and share it with anyone who requested proof (bank, insurer, landlord, key partners). A reinstatement fee and any applicable late fees may apply.
Final Steps to Take Before Year-End
✅ File your Minnesota Annual Renewal online
✅ Review your business records (make sure everything is up-to-date)
✅ Schedule time for your corporate meeting if you haven’t yet
✅ Ask for help if you’re unsure
Let’s wrap up the year strong—so you can step into January with confidence, clarity, and clean books.
Do I Need a Business Attorney?
If you need help with these final steps, or have some other business legal issues you are confronting, let's schedule a Legal Strategy Session online or by calling my Edina, Minnesota office at (612) 294-6982 or my New York City office at (646) 847-3560. My office will be happy to find a convenient time for us to have a phone call to review the best options and next steps for you and your business.
