Does Minnesota have a Certificate of Formation?
No. Minnesota does not use the term Certificate of Formation for LLCs. The document that creates a Minnesota LLC is the Articles of Organization, filed with the Minnesota Secretary of State under Chapter 322C, the Minnesota Revised Uniform Limited Liability Company Act.
Quick facts
- Actual document
- Articles of Organization (Minnesota has no LLC “Certificate of Formation”)
- Agency
- Minnesota Secretary of State - file online, in person, or by mail
- Filing fee
- $155 online or in person; $135 by mail (2026)
- Governing law
- Minnesota Revised Uniform LLC Act, Chapter 322C
- Registered office
- Required - a Minnesota street address; an agent is optional
- Ongoing
- Free annual renewal, due December 31 each year
The same question in every other state
This requirement is set at state level, so the answer changes when you cross a state line. Below is how 27 other states answer the same question, each linked to the page that cites the agency it came from. The full breakdown is on How to Form an LLC.
| State | Answer |
|---|---|
| Arizona | No. Arizona does not use a document called a Certificate of Formation. |
| California | No. California does not use a document called a Certificate of Formation. |
| Colorado | No. Colorado does not use a document called a Certificate of Formation. |
| Connecticut | No. Connecticut does not use a document called a Certificate of Formation. |
| Florida | No. Florida does not use the term Certificate of Formation for LLCs. |
| Idaho | Not by that name. Idaho's LLC formation document is called the Certificate of Organization, filed with the Idaho Secretary of State. |
| Iowa | No. Iowa does not use a document called a Certificate of Formation. |
| Kentucky | No. Kentucky forms an LLC by filing Articles of Organization with the Secretary of State for a $40 fee. |
| Louisiana | No. Louisiana does not use the term Certificate of Formation for LLCs. |
| Maryland | No. Maryland does not use a document called a Certificate of Formation. |
| Massachusetts | No. Massachusetts does not use a document called a Certificate of Formation. |
| Michigan | No. Michigan does not use the term Certificate of Formation. |
| Missouri | No. Missouri does not use a document called a Certificate of Formation. |
| Nevada | No. Nevada does not use a document called a Certificate of Formation. |
| New Mexico | No. New Mexico does not use a document called a Certificate of Formation. |
| New York | No. New York does not use the term Certificate of Formation for LLCs. |
| Ohio | No. Ohio does not use the term Certificate of Formation. |
| Oklahoma | No. Oklahoma does not use the term 'Certificate of Formation' for LLCs. |
| Oregon | No. Oregon does not use the term 'Certificate of Formation' for LLCs. |
| Pennsylvania | No. Pennsylvania does not use a Certificate of Formation. |
| South Carolina | No. South Carolina does not use the term Certificate of Formation for LLCs. |
| Tennessee | No. Tennessee does not use a document called a Certificate of Formation. |
| Utah | No. Utah does not use the term 'Certificate of Formation.' The document that forms a Utah LLC is the Certificate of Organization, filed with the Utah Division of Corporations & Commercial Code under Utah Code ยง 48-3a-201. |
| Vermont | No. Vermont creates an LLC through Articles of Organization filed with the Secretary of State under 11 V.S.A. |
| Virginia | No. Virginia does not use the term Certificate of Formation for LLCs. |
| West Virginia | No. West Virginia LLCs file Articles of Organization on Form LLD-1 with the Secretary of State. |
| Wisconsin | No. Wisconsin does not use a document called a Certificate of Formation. |
Full context for Minnesota
This page answers one question. The complete Minnesota guide -- covering the surrounding requirements, the forms, the agency, and what happens if you get it wrong -- is at Minnesota Certificate of Formation: Articles & Cost (2026).
Sources
- https://www.revisor.mn.gov/statutes/cite/322C.0201
- https://www.revisor.mn.gov/statutes/cite/322C.0113
- https://www.revisor.mn.gov/statutes/cite/322C.0208
- https://www.sos.mn.gov/media/1687/businessentityfees.pdf
- https://www.revenue.state.mn.us/minnesota-income-tax-rates-and-brackets
- https://www.law.cornell.edu/cfr/text/26/301.7701-3
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