MN registered agent
Minnesota registered agent service, $2.50 a year
Minnesota requires every corporation and LLC on its books to keep a registered agent at a real address in the state. Here is what Minnesota law says about who that agent has to be and where it has to be.
What Minnesota requires of a registered agent
The requirement
Minnesota is unusual: a domestic corporation or LLC MUST continuously maintain a registered office but a registered agent is OPTIONAL ('shall have a registered office, and may have a registered agent' - Minn. Stat. 302A.121; 322C.0113 is identical for LLCs). A foreign entity must designate an agent when registering. If an agent is designated, it may be a natural person residing in Minnesota, a domestic corporation or LLC, or an authorized foreign corporation or LLC, with a business office identical to the registered office - so a resident owner can be the agent, or a domestic entity can simply list its own office and skip naming an agent.
A business entity formed under the laws of Minnesota may designate a registered agent in its formation document. A business entity formed under the laws of another jurisdiction must designate a registered agent when registering to do business in Minnesota. The registered agent may be a natural person residing in this state, a domestic corporation, or limited liability company, or a foreign corporation or foreign limited liability company authorized to transact business in this state. The registered agent must maintain a business office that is identical with the registered office.
Source: state statute, via FACTS: Minn. Stat. § 5.36, subd. 2; see also §§ 302A.121, 322C.0113
How we comply
We don't.
What Minnesota does to your company when we don't
Here is what the state does to an entity that has no agent, or whose agent is us.
And also
Because a registered agent is optional for domestic entities, there is no penalty for not having one - the trade-off is service exposure: with no agent, process may be served on any officer, manager, or general partner, and if none can be found at the address on file, on the secretary of state.
may be served on: (1) the registered agent, if any; (2) if no agent has been appointed then on an officer, manager, or general partner of the entity; or (3) if no agent, officer, manager, or general partner can be found at the address on file with the secretary of state, the secretary of state as provided in this section.
Source: state statute, via FACTS: Minn. Stat. § 5.25, subd. 1
And also
A foreign corporation that fails to appoint or maintain a registered agent in Minnesota, or whose agent cannot be found at the registered office, may be served by leaving process with the secretary of state plus a $50 fee.
Service of a process, notice, or demand may be made on a foreign corporation authorized to transact business in this state by delivering to and leaving with the secretary of state ... one copy of it and a fee of $50 in the following circumstances: (1) if the foreign corporation fails to appoint or maintain in this state a registered agent upon whom service of process may be had; (2) whenever a registered agent cannot be found at its registered office in this state ...
Source: state statute, via FACTS: Minn. Stat. § 5.25, subd. 4(a)
Administrative dissolution
Administrative dissolution/termination in Minnesota is triggered by failing to file the annual renewal - not by any registered agent lapse (an agent being optional). A corporation that misses the renewal in any calendar year is administratively dissolved; an LLC that misses its renewal is administratively terminated, and a non-Minnesota LLC has its authority revoked.
(a) A corporation that has failed to file a renewal complying with section 5.34 must be dissolved by the secretary of state as described in paragraph (b). (b) If the corporation has not filed the renewal during any calendar year, the secretary of state must issue a certificate of administrative dissolution ...
Source: state statute, via FACTS: Minn. Stat. § 302A.821, subd. 4; see also § 322C.0705
The bill to come back
Reinstatement fee
Reinstatement after administrative dissolution/termination is by filing a single annual renewal plus a $25 fee, which retroactively returns the entity to good standing/active status as of the dissolution date and validates intervening contracts and acts.
After administrative dissolution, filing a renewal complying with section 5.34 and the $25 fee with the secretary of state: (1) returns the corporation to good standing as of the date of the dissolution; (2) validates contracts or other acts within the authority of the articles ...
Source: state statute, via FACTS: Minn. Stat. § 302A.821, subd. 4(c); § 322C.0706(a)
What happens to the lawsuit you never saw
Substituted service
Minn. Stat. § 5.25 is the hub: process may be served on the registered agent if any; if none, on an officer, manager, or general partner; and if none can be found at the address on file, on the secretary of state ($35 fee for entities governed by chs. 302A, 317A, 321, 322C, etc.; $50 for foreign corporations). The LLC act separately makes the secretary of state the company's agent when it does not appoint or maintain an agent or the agent cannot be found with reasonable diligence (322C.0116, subd. 2), and 302A.901 cross-references § 5.25 for corporations.
If a limited liability company or foreign limited liability company does not appoint or maintain an agent for service of process in this state or the agent for service of process cannot with reasonable diligence be found at the agent's street address, the secretary of state is an agent of the company upon whom process, notice, or demand may be served.
Source: state statute, via FACTS: Minn. Stat. § 322C.0116, subd. 2; see also §§ 5.25, subds. 1, 3-4; 302A.901, subd. 1
Statutory text as captured by FACTS (retrieved 2026-08-01, verified word-for-word against the state code 2026-08-10). Laws change. The statute governs; this page does not.