Change of Registered Office or Registered Agent Every time a Limited Liability Company moves or changes its registered agent (if it has one), it must report the new information to the Secretary of State on Notice of Change of Registered Office/Registered Agent form available at Minnesota Limited Liability Company Forms. Also available by mail from that office. The form states the name of the Limited Liability Company, the new address of the registered office, the name of the new registered agent, if one is being appointed, and that the change was approved by the board of governors. As noted earlier, if a registered agent is appointed, the registered agent must be physically located at the registered office address. The statement must be signed by an authorized representative of the Limited Liability Company. There is a filing fee. The registered office address and agent information can also be changed using the amendment procedure described above.
POST-ORGANIZATION ISSUES
General Considerations Until a Limited Liability Company that has been formed has at least one member, it lacks capacity to do any act or carry on any activity except (1) delivering to the Secretary of State for filing a statement of change, an amendment to the certificate, a statement of correction, an annual report, and a statement of termination; (2) admitting a member; and (3) dissolving. Once the Limited Liability Company has at least one member, the member(s) may ratify prior actions that occurred when the Limited Liability Company lacked capacity. A newly formed Limited Liability Company must perform certain start-up tasks, such as obtaining federal and state tax identification numbers, obtaining an unemployment insurance employer account number, setting up and maintaining the books and records of the business, and taking other actions to organize itself. All actions taken and decisions made by the Limited Liability Company through its members, governors and/or managers must conform with the provisions of the articles of organization, the operating agreement, and applicable law. While not necessary, it is advisable and helpful to record all actions and decisions in a minute book or record book maintained for the company. Specific guidance on post-organization issues may be obtained from the company’s legal and tax advisors. Annual Registration Both Minnesota and non-Minnesota Limited Liability Companies must register with the Secretary of State once every year. The Secretary of State will send a Limited Liability Company Annual Renewal form to the Limited Liability Company at its registered office. The form is available at Minnesota Limited Liability Company Forms. Also available by mail from that office. The registration is due before the end of the calendar year. Failure to file will result in administrative termination. Reinstatement may occur within one year of the date of the administrative termination by filing the registration form and paying a reinstatement fee.
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