How to Reinstate an LLC in Minnesota

How reinstatement works in Minnesota

A Minnesota LLC terminated for missing its Annual Renewal has one of the simplest reinstatement paths in the country. It files a single renewal for the current year and pays the reinstatement fee; it does not have to catch up on each missed year. The Secretary of State's current form lists $65 by mail or $85 for expedited online or in-person service. Under Minn. Stat. 322C.0706, the filing returns the LLC to active status as of the date it was terminated, and contracts and acts in the gap are validated. There is no statutory deadline, although the fee schedule says entities inactive for more than six years cannot use the online system. The main condition is the name: retroactive reinstatement depends on the LLC's name still being available, since terminated names are released for others to use.

Steps to reinstate a Minnesota LLC

1. File a single current-year Annual Renewal
2. Pay the reinstatement fee
3. Confirm the LLC's name is still available
4. Form to use: Limited Liability Company Annual Renewal (Minnesota Statutes, Section 5.34).
5. Online through mblsportal.sos.mn.gov, in person, or by mail to Minnesota Secretary of State, Business Services, 332 Minnesota Street, Suite N201, Saint Paul, MN 55101.

What reinstatement costs: a worked example

An LLC dissolved after missing 2 reports:

$65 if the renewal is submitted by mail, or $85 for expedited in-person or online filing, per the Secretary of State's renewal form (revised 7/1/2025). Only the current year's renewal is filed; missed prior years are not charged separately. The statute text (322C.0706) still lists $25, so confirm the amount at filing. Whether late penalties are charged again at reinstatement varies; the state calculates the exact total when you file. Taxes, interest and tax-clearance costs are extra where they apply.

What happens to the LLC and its name

• Effect: Yes. Under Minn. Stat. 322C.0706(b), filing the renewal returns a domestic LLC to active status as of the date of the administrative termination, and validates contracts and acts within the articles' authority, except as affected by later acts.
• Your LLC name: Retroactive reinstatement is available only if the LLC's name is still available; the Secretary of State publishes the names of terminated LLCs.

The most common cause is a missed Annual Renewal. See the Minnesota Annual Renewal guide for deadlines so it does not happen again.

Reinstatement in Minnesota and nearby states

Mistakes that slow down a Minnesota reinstatement

• Assuming every missed year must be filed and paid, when Minnesota requires only the current year's renewal and one fee.
• Waiting so long that another business registers the name, which blocks retroactive reinstatement under the old name.
• Relying on old $25 or $45 fee figures from outdated guides instead of the current Secretary of State form.