Minnesota Annual Report: Due Date, Fee & Late Penalty

Last verified: 2026-10-03 against the Minnesota Secretary of State, Business Services and other official sources listed below

Short answer: Minnesota LLCs file the Annual Renewal each year (by December 31 of each calendar year (may be filed any time during the calendar year); fee Free). Corporations: by December 31 of each calendar year (may be filed any time during the calendar year), fee Free.

Minnesota annual report due date calculator

Pick the entity type and formation date to get your exact next due dates, fee and late penalty.

Entity type

Formation date (optional)

Minnesota · LLC

Annual Renewal: By December 31 of each calendar year (may be filed any time during the calendar year)

State fee: Free
If you file late: No late fee stated by the state

File online ↗Official instructions ↗Add all your federal + state deadlines →

Verified 2026-10-03 against 4 official sources: [1] sos.mn.gov [2] sos.mn.gov [3] sos.state.mn.us [4] revisor.mn.gov

Minnesota LLC: Annual Renewal

Due: By December 31 of each calendar year (may be filed any time during the calendar year)
How often: Every year
First report: By December 31 of the calendar year after the articles of organization were filed
Filing window: Renewal for a year can be filed any time from January 1 through December 31 of that year
State fee: Free — No fee (Minn. Stat. 322C.0208: 'no fee is required to file an annual renewal'). Can be filed online, by mail or in person by appointment
Late fee: None stated by the state
Grace period: None - there is no late fee; an LLC that does not file during the calendar year is administratively terminated and must pay the reinstatement fee
Dissolution: A domestic LLC that has not filed its annual renewal is administratively terminated; the Secretary issues a certificate of administrative termination (Minn. Stat. 322C.0705). The name is reserved for one year after dissolution
Reinstatement: File a single current-year annual renewal plus reinstatement fee: $65 by mail, $85 online or in person (SOS fee schedule; statute 322C.0706 sets a $25 base fee). Reinstatement is retroactive to the termination date. Entities inactive more than six years cannot reinstate online

Sources: [1] sos.mn.gov · [2] sos.mn.gov · [3] sos.state.mn.us · [4] revisor.mn.gov

Minnesota corporation: Annual Renewal

Due: By December 31 of each calendar year (may be filed any time during the calendar year)
How often: Every year
First report: By December 31 of the calendar year after incorporation
Filing window: Renewal for a year can be filed any time from January 1 through December 31 of that year
State fee: Free — No fee for domestic business corporations (Public benefit corporations also file an Annual Public Benefit Report: $35 mail / $55 online)
Late fee: None stated by the state
Grace period: None - a corporation that does not file the renewal during a calendar year is administratively dissolved
Dissolution: If the corporation has not filed the renewal during any calendar year, the Secretary must issue a certificate of administrative dissolution (Minn. Stat. 302A.821, subd. 4)
Reinstatement: File a current annual renewal plus reinstatement fee: $65 by mail, $85 online or in person (SOS fee schedule; statute 302A.821 subd. 4(c) sets a $25 base fee). Returns the corporation to good standing retroactive to the dissolution date

Sources: [1] revisor.mn.gov · [2] sos.mn.gov · [3] sos.mn.gov

Minnesota nonprofit corporation: Annual Renewal

Due: By December 31 of each calendar year
How often: Every year
First report: By December 31 of the calendar year after incorporation
Filing window: Any time during the calendar year
State fee: Free — No fee
Late fee: None stated by the state
Dissolution: A nonprofit that fails to file the renewal is dissolved by the Secretary of State (certificate of involuntary dissolution) (Minn. Stat. 317A.823, subd. 2)
Reinstatement: Current annual renewal plus reinstatement fee: $40 by mail, $60 online or in person (SOS fee schedule)

Sources: [1] revisor.mn.gov · [2] sos.mn.gov

Minnesota franchise, privilege and minimum taxes

Minimum fee (on Form M4 / M8 / M3) (Minnesota Department of Revenue) — Based on total Minnesota property + payroll + sales. Tax year 2026: $0 below $1,280,000; $260 for $1,280,000-$2,559,999; $770 for $2,560,000-$12,829,999; up to $12,830. Brackets indexed annually. Does not apply to single-member LLCs reported on the owner's Form M1. Due: Paid with the entity's annual return: Form M8 (S corp) and M3 (partnership/multi-member LLC) by the 15th day of the 3rd month (March 15); Form M4 (C corp) by the 15th day of the 4th month (April 15) after year end. No minimum fee if Minnesota property, payroll and sales total less than $1,280,000 (2026 bracket); 2025 bracket was less than $1,160,000

Foreign (out-of-state) LLCs and corporations registered in Minnesota

LLC: Foreign LLC: same free annual renewal due December 31; failure to file revokes its authority to do business (Minn. Stat. 322C.0705(b)); reinstatement $65 mail / $85 online
Corporation: Foreign business corporation annual renewal is NOT free: $115 by mail, $135 online/in person, due by December 31; reinstatement $540 mail / $560 online. Foreign nonprofits are not required to file an annual renewal

Other Minnesota business tax deadlines

Individual income tax return (calendar year): April 15 (Form M1). Source
Partnership / S corporation return: Form M3 (partnership) and Form M8 (S corporation): 15th day of the 3rd month (March 15; March 16 in 2026 because the 15th fell on a Sunday). Source
Corporate income/franchise tax return: Form M4 (C corporation franchise tax): April 15 for calendar-year filers (15th day of the 4th month). Source
Sales tax returns: monthly — Return and payment due the 20th of the month following the reporting month; quarterly — Return and payment due the 20th of the month following the end of the quarter (e.g., January 20, April 20); annual — Annual return and payment due February 5 of the following year. Source
Unemployment insurance wage reports: Quarterly wage detail report (filed as a joint UI/Paid Leave report for most employers) must be received by the last day of the month following the end of the calendar quarter. Source

Put these and your federal deadlines on one calendar with the filing deadline tracker.

Good to know

Minnesota annual renewals are FREE for domestic LLCs, corporations and nonprofits and are due by December 31 each year, starting the calendar year after formation.
Missing the renewal leads to administrative termination/dissolution - reinstating then costs $65 by mail or $85 online.
Foreign corporations pay $115/$135 for their annual renewal, unlike domestic corporations.
The Secretary of State never mails renewal notices - only courtesy emails to the official email on file; mailed 'renewal' solicitations are from third parties.
Sales tax annual filers are due February 5, not January 20.
UIMN wage detail reports now cover joint UI/Minnesota Paid Leave accounts; same last-day-of-month-after-quarter deadline.

Minnesota annual report FAQ

When is the Minnesota LLC annual report due?

Annual Renewal: By December 31 of each calendar year (may be filed any time during the calendar year). First report: By December 31 of the calendar year after the articles of organization were filed. Use the calculator on this page with your formation date to get the exact date.

How much is the Minnesota annual report fee?

LLC: Free (No fee (Minn. Stat. 322C.0208: 'no fee is required to file an annual renewal'). Can be filed online, by mail or in person by appointment). Corporation: Free (No fee for domestic business corporations (Public benefit corporations also file an Annual Public Benefit Report: $35 mail / $55 online)). Nonprofit corporation: Free. These are state fees; portal or card fees may apply.

What happens if I file my Minnesota annual report late?

A domestic LLC that has not filed its annual renewal is administratively terminated; the Secretary issues a certificate of administrative termination (Minn. Stat. 322C.0705). The name is reserved for one year after dissolution.

Where do I file the Minnesota annual report?

With the Minnesota Secretary of State, Business Services, online at mblsportal.sos.mn.gov/.

Official Sources

Figures checked against these sources on 2026-10-03

General information, not legal advice. Confirm current fees and deadlines with the Minnesota Secretary of State, Business Services before filing.