Minnesota Foreign LLC Registration

What triggers foreign qualification in Minnesota?

• Physical office or place of business
• Employees working in the state

Activities that do NOT require registration in Minnesota

The following activities are explicitly carved out by statute. On their own, they do not require a foreign LLC to register in Minnesota.

• Maintaining or defending a lawsuit, administrative proceeding, or arbitration, or settling it or settling claims or disputes
• Holding meetings of managers, governors, or members, or carrying on internal company affairs
• Maintaining bank accounts
• Maintaining securities transfer, exchange, or registration offices, or appointing trustees or depositaries for its securities
• Holding title to and managing Minnesota property as executor, administrator, trustee, guardian, or conservator
• Making, participating in, or investing in loans, or borrowing, lending, or acquiring indebtedness, mortgages, or security interests
• Securing or collecting its debts, or enforcing rights in the property securing them
• Conducting an isolated transaction completed within 30 days that is not one of a number of repeated transactions of like nature

Under Minn. Stat. Section 322C.0803. Only 8 items. Minnesota has NO independent-contractor item, NO order-solicitation item and NO interstate-commerce item. Subdivision 2 reverses property ownership: owning income-producing real or tangible personal property in Minnesota DOES constitute transacting business.