Minnesota Foreign qualification

The requirements, the timing and the official sources. Everything we’ve verified, in one place.

Sources verifiedLast verified 2026-10-25

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Authority to do business

Choose your entity type and confirm the scope of the cited requirements. Fees and additional charges are listed separately.

LLCs

Fee

$185

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Timing

Before transacting business in Minnesota.

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Required documents

Application for certificate of authority.

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Penalties for operating without registration

A foreign limited liability company transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.

View official source

Timing

Before transacting business in Minnesota.

Verified 2026-10-25 — source and quotation

Before transacting business in this state, a foreign limited liability company shall obtain a certificate of authority to transact business in this state by filing an application with the secretary of state together with a total fee of $185. The application must state:

Official source

Required documents

Application for certificate of authority.

Verified 2026-10-25 — source and quotation

Before transacting business in this state, a foreign limited liability company shall obtain a certificate of authority to transact business in this state by filing an application with the secretary of state together with a total fee of $185. The application must state:

Official source

Fee

$185

Verified 2026-10-25 — source and quotation

$185 if submitted by mail

Official source

Penalties for operating without registration

Verified 2026-10-25 — source and quotation

A foreign limited liability company transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.

Official source

Online fee

$205

Verified 2026-10-25 — source and quotation

$205 for expedited service in-person and online filings

Official source

Corporations

Fee

$200

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Timing

A certificate of authority is required before transacting business in Minnesota.

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Required documents

Application for certificate of authority executed by the president, vice president, secretary or assistant secretary.

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Penalties for operating without registration

Cannot maintain an action until authorized; penalty up to $1,000 plus up to $100 for each month or fraction thereof of unauthorized business.

View official source

Timing

A certificate of authority is required before transacting business in Minnesota.

Verified 2026-10-25 — source and quotation

No foreign corporation shall transact business in this state unless it holds a certificate of authority so to do; and no foreign corporation whose certificate of authority has been revoked or canceled pursuant to the provisions of this chapter shall be entitled to obtain a certificate of authority except in accordance with the provisions of section 303.19. This section does not establish standards for those activities that may subject a foreign corporation to taxation under section 290.015 and to the reporting requirements of section 290.371. Without excluding other activities which may not constitute transacting business in this state, and subject to the provisions of sections 5.25 and 543.19, a foreign corporation shall not be considered to be transacting business in this state for the purposes of this chapter solely by reason of carrying on in this state any one or more of the following activities:

Official source

Required documents

Application for certificate of authority executed by the president, vice president, secretary or assistant secretary.

Verified 2026-10-25 — source and quotation

In order to procure a certificate of authority to transact business in this state, a foreign corporation shall make application therefor to the secretary of state, which application shall set forth: … Such application shall be executed by its president, vice-president, secretary, or assistant secretary.

Official source

Fee

$200

Verified 2026-10-25 — source and quotation

By Mail Online In Person (Appointment Required) Certificate of Authority - Original Filing $200.00 $220.00 $220.00

Official source

Penalties for operating without registration

Cannot maintain an action until authorized; penalty up to $1,000 plus up to $100 for each month or fraction thereof of unauthorized business.

Verified 2026-10-25 — source and quotation

No foreign corporation transacting business in this state without a certificate of authority shall be permitted to maintain an action in any court in this state until such corporation shall have obtained a certificate of authority; … Any foreign corporation which transacts business in this state without a certificate of authority shall forfeit and pay to this state a penalty, not exceeding $1,000, and an additional penalty, not exceeding $100, for each month or fraction thereof during which it shall continue to transact business in this state without a certificate of authority therefor.

Official source

Fee notes

$200 by mail; $220 online or in person.

Verified 2026-10-25 — source and quotation

By Mail Online In Person (Appointment Required) Certificate of Authority - Original Filing $200.00 $220.00 $220.00

Official source

Confirm with the official agency

Official sources and verification (10)

Last verified 2026-10-25. Each quotation supports the corresponding published value.

LLC / Fee

$185 if submitted by mail

Official source

Verified 2026-10-25

LLC / Online fee

$205 for expedited service in-person and online filings

Official source

Verified 2026-10-25

LLC / Required documents

Before transacting business in this state, a foreign limited liability company shall obtain a certificate of authority to transact business in this state by filing an application with the secretary of state together with a total fee of $185. The application must state:

Official source

Verified 2026-10-25

LLC / Timing

Before transacting business in this state, a foreign limited liability company shall obtain a certificate of authority to transact business in this state by filing an application with the secretary of state together with a total fee of $185. The application must state:

Official source

Verified 2026-10-25

LLC / Penalties for operating without registration

A foreign limited liability company transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.

Official source

Verified 2026-10-25

Corporation / Fee

By Mail Online In Person (Appointment Required) Certificate of Authority - Original Filing $200.00 $220.00 $220.00

Official source

Verified 2026-10-25

Corporation / Timing

No foreign corporation shall transact business in this state unless it holds a certificate of authority so to do; and no foreign corporation whose certificate of authority has been revoked or canceled pursuant to the provisions of this chapter shall be entitled to obtain a certificate of authority except in accordance with the provisions of section 303.19. This section does not establish standards for those activities that may subject a foreign corporation to taxation under section 290.015 and to the reporting requirements of section 290.371. Without excluding other activities which may not constitute transacting business in this state, and subject to the provisions of sections 5.25 and 543.19, a foreign corporation shall not be considered to be transacting business in this state for the purposes of this chapter solely by reason of carrying on in this state any one or more of the following activities:

Official source

Verified 2026-10-25

Corporation / Required documents

In order to procure a certificate of authority to transact business in this state, a foreign corporation shall make application therefor to the secretary of state, which application shall set forth: … Such application shall be executed by its president, vice-president, secretary, or assistant secretary.

Official source

Verified 2026-10-25

Corporation / Penalties for operating without registration

No foreign corporation transacting business in this state without a certificate of authority shall be permitted to maintain an action in any court in this state until such corporation shall have obtained a certificate of authority; … Any foreign corporation which transacts business in this state without a certificate of authority shall forfeit and pay to this state a penalty, not exceeding $1,000, and an additional penalty, not exceeding $100, for each month or fraction thereof during which it shall continue to transact business in this state without a certificate of authority therefor.

Official source

Verified 2026-10-25

Corporation / Fee notes

By Mail Online In Person (Appointment Required) Certificate of Authority - Original Filing $200.00 $220.00 $220.00

Official source

Verified 2026-10-25

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Last verified 2026-10-25.

Official sources (7)

Not legal or tax advice. Confirm with the official agency before filing.