Annual renewal is free, mandatory, and the easiest thing to lose a company over

By David J.S. Madgett

Minnesota attorney, license no. 390494 · Published August 7, 2026

There is a specific failure mode that kills more Minnesota entities than any lawsuit: the free filing nobody remembers, because nothing arrives asking for money.

The requirement

Minn. Stat. § 5.34 requires any business registered with the Secretary of State that must file an annual renewal to maintain “active status, good standing, or existence” to file that renewal, online or otherwise, stating the information the statute specifies.

The Secretary of State’s own LLC instructions put the practical version plainly: file once every calendar year, and there is no fee if the entity is active and in good standing.

What it costs — and the two exceptions

For most Minnesota entities, renewal is $0:

Two entity types do pay, every year, and this catches people out:

If you are choosing between forming here and registering a Delaware corporation to operate in Minnesota, that second row is a recurring cost the comparison usually leaves out. A Minnesota corporation renews for nothing; a foreign one pays $115–$135 a year forever.

What happens when you miss it

The Secretary of State dissolves, terminates, or revokes the entity for failure to file an annual renewal. The entity stops being in good standing, and the practical consequences arrive on somebody else’s schedule:

• A bank or title company runs a status check during a closing and finds you dissolved.
• An insurer or a prime contractor asks for a certificate of good standing you cannot get.
• A counterparty in a dispute notices, and starts asking questions about who they actually contracted with.

None of these show up the day you miss the filing. They show up on the day you most need things to be simple.

Getting it back

Reinstatement is available. For an LLC or a corporation, it is $65 by mail or $85 online or in person — you file the current year’s renewal and pay the fee, and the entity’s existence is retroactively reinstated.

On top of that, Minn. Stat. § 5.60 lets the Secretary of State charge a late penalty of up to $40 when an entity that was dissolved, terminated, or revoked for failure to renew files for renewal or reinstatement.

And the hard stop: an entity that has been inactive for more than six years cannot be reinstated online. At that point you are dealing with the office directly, and the simple path is gone.

For an LLP the numbers are worse — reinstatement is $200 by mail or $220 online. For a public benefit corporation that misses its annual benefit report, reinstatement is $540 by mail or $560 in person, which is the most expensive routine filing on the entire schedule.

How to not lose the company

• Calendar it now, for every entity you own. Including the assumed name certificates. Including the entity you formed in 2021 and stopped using.
• Keep the official email address current. That is where renewal reminders go, and changing it is free.
• Keep the registered office current. Same reason — see registered office and registered agent.
• Do not rely on the reminder. It is a courtesy, not the requirement. The obligation is yours whether or not the email arrives or lands in spam.
• Check status before anything important. Before a closing, a loan, a big contract, or a lawsuit, pull your own record from the Secretary of State’s business search. It takes a minute and it beats finding out from the other side’s lawyer.

A free filing that takes five minutes, once a year, is the cheapest insurance in business law. The only reason it goes wrong is that nothing invoices you for it.