Form a Partnership in Minnesota
Everything you need to know about forming a Partnership in Minnesota. Filing fees, requirements, timeline, and step-by-step guidance.
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How to File
Choose Your Partnership Type
Decide whether you are forming a General Partnership (GP), Limited Partnership (LP), or Limited Liability Partnership (LLP), as each has different liability protections and filing requirements in Minnesota. GPs require no state filing, while LPs and LLPs must register with the Minnesota Secretary of State.
1-2 hours
Select and Verify Your Partnership Name
Choose a business name and verify its availability using the Minnesota Secretary of State's free online business name search tool at mblsportal.sos.state.mn.us. LPs and LLPs must include the appropriate designator (e.g., 'Limited Partnership' or 'LLP') in their name.
30 minutes
Draft a Partnership Agreement
Although not legally required by Minnesota law, a written partnership agreement is strongly recommended to outline each partner's roles, profit/loss sharing, decision-making authority, and dispute resolution procedures. This document governs the internal operations of the partnership.
2-5 hours
Designate a Registered Agent
LPs and LLPs must designate a registered agent with a physical Minnesota street address to receive official legal and government correspondence on behalf of the partnership. The agent must be available during regular business hours.
30 minutes
What's Next After Filing
Once your Partnership is officially formed, you'll want to complete these important steps:
- •File Formation Documents with the State — General Partnerships do not need to file with the state, but LPs must file a Certificate of Limited Partnership and LLPs must file a Statement of Qualification with the Minnesota Secretary of State online or by mail. The filing fee is $185 online or $135 by mail.
- •Obtain an EIN and Open a Business Bank Account — Apply for a Federal Employer Identification Number (EIN) from the IRS for free at irs.gov, which is required for tax filing and opening a business bank account. Use the EIN to open a dedicated partnership bank account to keep business and personal finances separate.
- •Register for Minnesota State Taxes and Obtain Licenses — Register with the Minnesota Department of Revenue for applicable state taxes, including sales tax if selling goods, and obtain any required local or industry-specific business licenses or permits. Minnesota partnerships with employees must also register for unemployment insurance with the Department of Employment and Economic Development (DEED).
Advantages
- ✓Simple and inexpensive to form — General Partnerships require no state filing fees or formal registration in Minnesota
- ✓Pass-through taxation avoids double taxation, with profits and losses flowing directly to partners' personal tax returns
- ✓Flexible management structure with no required board of directors or formal officer positions, allowing partners to share control as agreed
- ✓Minimal ongoing compliance requirements compared to corporations, particularly for General Partnerships which have no annual report requirement
Considerations
- •General Partners face unlimited personal liability for business debts and the actions of other partners, putting personal assets at risk
- •Partnerships may be less attractive to outside investors or lenders compared to LLCs or corporations due to the lack of formal structure and limited liability protections
- •Partnerships can be dissolved upon the death, withdrawal, or bankruptcy of a partner unless the partnership agreement provides for continuity
Annual Obligations
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