Forming a partnership in Minnesota, regardless of partnership type, or foreign or domestic designation, falls under the express business filings umbrella in the Business and Lien System and thus requires little more than completing a PDF form and paying a fee- online or otherwise. In order to file online you must create an account with the aforementioned Business and Lien System. Other filing types available are through the mail or in person, the fees for each being laid out below. Select from the list the partnership type you wish to form to be redirected to the tutorial appropriate for your partnership circumstances.

  • Domestic LP – $120 online / in person, $100 by mail
  • Domestic LLP – $155 online / in person, $135 by mail
  • Foreign LP – $120 online / in person, $100 by mail
  • Foreign LLP – $155 online / in person, $135 by mail

Prior to registration, it would be wise to make sure that the name you plan on operating under is available for use in Minnesota. This name availability check can be executed through the Business Entity Search function. You may also wish to perform a name reservation at this juncture as well, a tutorial for which can be found here.

How to Form a Domestic / Foreign LP (Online)

Step 1 – The processes behind filing online for domestic and foreign LPs are near identical and thus have been folded into one tutorial. To begin your filing, login to your Business and Lien System account. If you have not created an account yet you may do so quickly with the help of our brief tutorial on the subject.

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Once logged in you will need to navigate to the homepage in order to select your filing type. Select Limited Partnership (Domestic) or, if you intend to file for a foreign LP, Limited Partnership (Foreign) to continue.

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Step 2 – You must first verify the availability of your business name by inputting it into the search bar and selecting search.

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Step 3 – You will be asked to decide whether or not your LP will also qualify as an LLP under Minnesota statutes. Read through the statutes, indicate your answer, and select next to continue.

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Step 4 – You must download either the Certificate of Limited Partnership PDF (for domestic filers) or the Certificate of Authority PDF (for foreign filers) and complete the form to the best of your ability (for more specific instructions regarding the forms, please see our domestic LP tutorial here and our foreign LP tutorial here). Once the form is complete upload it to the online filer, input your deliver information, and select Next.

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You will be asked to review your filing. If everything looks right, select submit to finalize your filing.

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Step 5 – You must now continue to a third party payment system operated by US Bank to complete the filing.

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Step 6 – Login to your US Bank account, or, if you have none, select Pay Without Registering to continue.

mn-domestic-llc-16Step 7 – Input the following information and select Continue to complete your payment:

  • Full name
  • Address
  • Phone number
  • Email address
  • Card number
  • Expiration date
  • Card security code
  • Billing address (if different)

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How to Form a Domestic / Foreign LLP (Online)

Step 1 – Whether you are filing a domestic or foreign LLP you will experience a near-identical online filing procedure, and thus we have joined the two tutorials for your benefit. To begin your filing, login to your Business and Lien System account. If you have not created an account yet you may do so quickly with the help of our brief tutorial on the subject.

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Once logged in you will need to navigate to the homepage in order to select your filing type. Select Limited Liability Partnership (Domestic) or, if you intend to file for a foreign LP, Limited Liability Partnership (Foreign) to continue.

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Step 2 – You must first verify the availability of your business name by inputting it into the search bar and selecting Search.

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Step 3 – Indicate whether or not your LLP intends to provide a professional service at this juncture.

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Step 4 – You must download either the Domestic Statement of Qualification PDF (for domestic filers) or the Foreign Statement of Qualification PDF (for foreign filers) and complete the form to the best of your ability (for more specific instructions regarding the forms, please see our domestic LLP tutorial here and our foreign LLP tutorial here). Once the form is complete upload it to the online filer, input your delivery information, and select Next.

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You will be asked to review your filing. If everything looks right, select Submit to finalize your filing.

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Step 5 – You must now continue to a third party payment system operated by US Bank to complete the filing.

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Step 6 – Login to your US Bank account, or, if you have none, select Pay Without Registering to continue.

mn-domestic-llc-16Step 7 – Input the following information and select Continue to complete your payment:

  • Full name
  • Address
  • Phone number
  • Email address
  • Card number
  • Expiration date
  • Card security code
  • Billing address (if different)

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How to Form a Domestic LP (PDF)

Step 1 – File for your domestic LP through the mail or in person by downloading the Certificate of Limited Partnership PDF and entering the following information into it:

  • Name of LP
  • Office address
  • Agent for service name / address
  • LLP distinction
  • Effective date of filing
  • GP name/address/signature
  • E-signature and date
  • Email address for official notices
  • Name/phone number of filer

mn-lp-form-1 mn-lp-form-2Step 2 – Print the PDF and attach a check with the proper amount ($100 for mail, $120 for in person) made out to the Secretary of State. Once your corporate filing package is complete send it or deliver it to the following address:

Minnesota Secretary of State – Business Services

Retirement Systems of Minnesota Building

60 Empire Drive, Suite 100 St Paul, MN 55103

How to File a Foreign LP (PDF)

Step 1 – File for your foreign LP through the mail or in person by downloading the Certificate of Authority PDF and entering the following information into it:

  • Name of LP in home jurisdiction
  • Operating name in Minnesota if different
  • Home jurisdiction
  • Office address
  • Agent for service name / address
  • LLP distinction
  • Effective date of filing
  • GP name/address/signature
  • E-signature and date
  • Email address for official notices
  • Name/phone number of filer

mn-flp-form-1mn-flp-form-2Step 2 – Print the PDF and attach a check with the proper amount ($100 for mail, $120 for in person) made out to the Secretary of State. Once your corporate filing package is complete send it or deliver it to the following address:

Minnesota Secretary of State – Business Services

Retirement Systems of Minnesota Building

60 Empire Drive, Suite 100 St Paul, MN 55103

How to Form a Domestic LLP (PDF)

Step 1 – Filing a domestic LLP takes only a minute, even if by mail or in person. To file, download the Statement of Qualification PDF and submit the following data to the form:

  • Legal name of partnership
  • Chief executive address
  • Minnesota office address
  • Mailing address
  • Resident agent name / address
  • Effective date of filing
  • Partner e-signature(s) and date
  • Email address for official notices
  • Name/phone number of filer

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Step 2 – Attach a check with the correct amount ($135 for mail, $155 for in person) made out to the Secretary of State to your corporate package. Once the filing package is complete send it or deliver it to the following address:

Minnesota Secretary of State – Business Services

Retirement Systems of Minnesota Building

60 Empire Drive, Suite 100 St Paul, MN 55103

How to File a Foreign LLP (PDF)

Step 1 – Filing a foreign LLP takes only a minute, even if by mail or in person. To file, download the Statement of Qualification PDF and submit the following data to the form:

  • Legal name of partnership in home jurisdiction
  • Operating name in Minnesota if different
  • Home jurisdiction
  • Chief executive address
  • Minnesota office address
  • Mailing address
  • Resident agent name / address
  • Effective date of filing
  • Partner e-signature(s) and date
  • Email address for official notices
  • Name/phone number of filer
  • Alternate name application (optional)

mn-fllp-form-1mn-fllp-form-2Step 2 – Attach a check with the correct amount ($135 for mail, $155 for in person) made out to the Secretary of State to your corporate package. Once the filing package is complete send it or deliver it to the following address:

Minnesota Secretary of State – Business Services

Retirement Systems of Minnesota Building

60 Empire Drive, Suite 100 St Paul, MN 55103

Tips

EIN – New partnerships will need to acquire an EIN, or Employer Identification Number, in order to operate financial with full blessing from the IRS. To obtain an EIN you may apply Online or through the mail by completing the PDF Form SS-4 and delivering it to the IRS. For more information on EINs and how to acquire one for your new partnership please follow the link to the left.

Partnership Agreement– Partnership agreements are documents which go above and beyond the initial registration forms that each partnership must file in Minnesota in terms of organizing the partnership along financial and logistical lines. Partnership agreements are not required in Minnesota to remain in good standing, but we highly recommend new partnerships draft an agreement to help delineate the fiscal and logistical structure of the partnership. Follow the link to the left if you would like to learn more about partnership agreements. Likewise, at the link you will find a free template, available in PDF and MS Word formatting, for drafting your own partnership agreement.

Renewal – In order to keep your partnership in good standing each successive year you must file an annual report on the behalf of your partnership to the Secretary of State. Filings can be completed online via the Business and Lien Systemin person, or through the mail at the address listed below. Paper filers must download the annual report PDF corresponding to their specific partnership type, attach a check for the appropriate amount made out to the Secretary of State, and deliver it to the address below.

Minnesota Secretary of State – Business Services

Retirement Systems of Minnesota Building

60 Empire Drive, Suite 100 St Paul, MN 55103

How to (Video)