Minnesota vs Missouri LLC: fees, taxes, and which to pick
Data last updated: Apr 21, 2026Minnesota charges $155 to form an LLC; Missouri charges $50. Day-one sticker price is only part of the story, since most of the real cost comes from the annual obligations that stack up each year you keep the LLC open.
Over a rolling three-year window, Missouri runs about $105 less in total state fees than Minnesota. Whether that gap matters depends on whether you actually operate in one of these states or are weighing a non-resident filing.
For most small operators the choice is not really between these two states at all. It is between forming where the business actually operates and trying to route through a non-resident filing. The data below shows what each option actually costs.
Key differences at a glance
- Missouri costs $105 less to form ($50 vs $155).
- Missouri requires LLCs to adopt a written operating agreement by statute. The other state treats it as recommended rather than required.
- Missouri has no annual report filing at all. Minnesota requires an annual (or biennial) report every reporting period.
Where each state fits
For most filers, forming in the state you actually operate from is the right call. The side-by-side below shows where the two states meaningfully diverge.
What each state offers that the other does not
Only Minnesota
- Operating agreement not statutorily required
Only Missouri
- No annual report
Both states
- Online filing
- No entity-level franchise or LLC tax
- No publication requirement
Three-year cost, side by side
Rough estimate of the state-facing cost to form and keep an LLC through three years. Both totals include a $100 per year registered-agent estimate.
Running total includes the one-time filing fee and annual ongoing costs (report fee or franchise tax plus a $100/year registered agent estimate).
What it costs under your specific situation
The table below runs the same LLC through four common scenarios. "Non-resident" rows assume a typical home-state foreign LLC registration adds about $200 per year of stacked cost; the real number depends on which state you live in and ranges from $50 to over $800 depending on jurisdiction.
| Scenario | Year 1 | Each year after | 3-year total |
|---|---|---|---|
| You live in Minnesota, business operates there No foreign LLC registration needed. You pay Minnesota fees only. | $255 | $100 | $455 |
| You live in Missouri, business operates there No foreign LLC registration needed. You pay Missouri fees only. | $150 | $100 | $350 |
| Non-resident forming in Minnesota with operations elsewhere You pay Minnesota's fees plus a typical home-state foreign LLC registration of about $200 per year. | $455 | $300 | $1,055 |
| Non-resident forming in Missouri with operations elsewhere You pay Missouri's fees plus a typical home-state foreign LLC registration of about $200 per year. | $350 | $300 | $950 |
Minnesota vs Missouri: full comparison
| Dimension | Minnesota | Missouri |
|---|---|---|
| Online filing Can you file the formation document online? | Yes | Yes |
| Online approval time Standard, non-expedited | 1 business day | 1 business day |
| Expedited option Neither state offers paid expedite | Not offered | Not offered |
| Annual report Required in addition to tax | Required, $0 | None |
| State-imposed annual tax Franchise, privilege, or LLC tax minimum | None | None |
| State income tax On pass-through LLC income at member level | Yes | Yes |
| Publication requirement Newspaper publication after formation | No | No |
| Operating agreement Required by state statute | Recommended, not required | Required by statute |
| Foreign LLC fee Cost to register as a foreign LLC in this state | $205 | $105 |
| State sales tax General statewide rate | 6.9% | 4.2% |
Taxes in Minnesota and Missouri
How each state handles entity-level tax on LLCs. Pass-through classification means member-level income tax also applies at each member's residence state.
Minnesota tax
No entity-level franchise tax on LLCs. State income tax applies to member-level pass-through income. Corporate rate 9.8%.
Missouri tax
No entity-level franchise tax on LLCs. State income tax applies to member-level pass-through income. Corporate rate 4.0%.
Ongoing compliance
The recurring filings each state requires after formation.
Minnesota
Annual report $0, due 12/31 each year. Registered agent required in Minnesota.
Missouri
No annual state filing. Registered agent required in Missouri.
Formation process, side by side
What actually happens from the moment you start filing to the moment you're in good standing. Use this as a checklist.
Minnesota
- Check business-name availability on the Minnesota entity search.
- Appoint a registered agent with a physical Minnesota street address.
- File Articles of Organization, Chapter 322C Limited Liability Company for $155.
- Wait for approval. Online typically 1 business days. No paid expedite offered.
- Adopt an operating agreement (recommended, not required by Minnesota statute).
- Apply for a federal EIN (free from the IRS).
- Open a business bank account to separate personal and business finances.
- File your first annual report and pay $0 when it comes due.
Missouri
- Check business-name availability on the Missouri entity search.
- Appoint a registered agent with a physical Missouri street address.
- File Articles of Organization of a Limited Liability Company (LLC 1) for $50.
- Wait for approval. Online typically 1 business days. No paid expedite offered.
- Adopt a written operating agreement (statutorily required in Missouri).
- Apply for a federal EIN (free from the IRS).
- Open a business bank account to separate personal and business finances.
- No annual state filing required in Missouri.
Before you pick either state
A few things that apply no matter which state you choose. These trip up enough first-time filers that they're worth stating explicitly.
Registered agent is non-negotiable. Both Minnesota and Missouri (and every other US state) require every LLC to designate a registered agent with a physical street address in the state of formation. You can serve as your own agent if you live in the state; otherwise a commercial agent runs $50 to $125 per year. Using your own home address makes it part of the public record.
Forming elsewhere does not escape your home state's tax. If you live and operate a business from your home state, forming the LLC in Minnesota or Missouri does not avoid your home state's income tax. The moment you transact business at home, your home state requires a foreign LLC registration, and state tax liability follows your residence regardless of where the entity sits on paper.
EIN applications are free. The IRS issues Employer Identification Numbers directly at no cost. Any service charging you to "get your EIN" is reselling a free form submission. Single-member LLCs with no employees technically don't need one for federal tax, but nearly every bank requires an EIN to open a business account.
Operating agreement matters more than the state you pick. A well-drafted operating agreement governs member ownership, management, profit splits, buy-sell terms, and dissolution. Without one, your LLC runs on the state's default rules, which are rarely what you want. California, Maine, Missouri, and New York require a written one by statute; every other state treats it as strongly recommended.
Agency contacts
Minnesota Secretary of State, Business Services Division
- Website
- www.sos.mn.gov
- Phone
- (651) 296-2803
- business.services@state.mn.us
- Minnesota Secretary of State, Business Services, Retirement Systems of Minnesota Building, 60 Empire Drive, Suite 100, Saint Paul, MN 55103
- Office
- First National Bank Building, 332 Minnesota Street, Suite N201, Saint Paul, MN 55101
- Hours
- 8:00 AM to 4:00 PM Central, Monday to Friday
Missouri Secretary of State, Corporations Division
- Website
- www.sos.mo.gov/business/corporations
- Phone
- (573) 751-4153
- corporations@sos.mo.gov
- Corporations Division, Missouri Secretary of State, P.O. Box 778, Jefferson City, MO 65102
- Office
- Corporations Division, 600 W. Main Street, Missouri State Information Center, Room 322, Jefferson City, MO 65101
- Hours
- 8:00 AM to 5:00 PM Central, Monday to Friday
Minnesota Department of Revenue
- Website
- www.revenue.state.mn.us
- Phone
- (651) 556-3000
- Minnesota Department of Revenue, 600 North Robert Street, Saint Paul, MN 55101
- Office
- 600 North Robert Street, Saint Paul, MN 55101
- Hours
- 8:00 AM to 4:30 PM Central, Monday to Friday
Missouri Department of Revenue
- Website
- dor.mo.gov
- Phone
- (573) 751-3505
- Missouri Department of Revenue, Harry S Truman State Office Building, 301 West High Street, Jefferson City, MO 65101
- Office
- Harry S Truman State Office Building, 301 West High Street, Jefferson City, MO 65101
- Hours
- 8:00 AM to 5:00 PM Central, Monday to Friday
Frequently Asked Questions
-
Is it cheaper to form an LLC in Minnesota or Missouri?
Missouri is cheaper at formation ($50) than Minnesota ($155). Ongoing costs are also different: $100 vs $100 per year. Total over three years: $350 vs $455.
-
Can I form an LLC in Minnesota if I live in Missouri?
Yes, but your Missouri business will almost certainly need to register as a foreign LLC in Missouri too, which means paying Missouri's foreign registration fee and any ongoing Missouri obligations on top of the Minnesota ones. The "form elsewhere to save" math usually doesn't work for operating businesses; it only works when you have no physical operations tied to any specific state.
-
How long does it take to form an LLC in Minnesota vs Missouri?
Minnesota online: 1 business day; Missouri online: 1 business day. Minnesota does not offer paid expedite. Missouri does not offer paid expedite.
-
Which state has lower taxes for an LLC, Minnesota or Missouri?
Minnesota: state income tax applies to member-level pass-through income, no entity-level franchise or LLC tax. Missouri: state income tax applies to member-level pass-through income, no entity-level franchise or LLC tax.
-
Do both states require a registered agent?
Yes. Every US state (and DC) requires every LLC to maintain a registered agent with a physical street address in the state. Minnesota and Missouri both have this requirement. You can serve as your own agent if you live in the state; most out-of-state filers use a commercial agent for $50 to $125 per year.
-
Do I need a written operating agreement in Minnesota or Missouri?
Missouri requires LLCs to adopt a written operating agreement by statute. Minnesota treats it as strongly recommended rather than required. In practice, any LLC with more than one member, or any LLC planning to preserve its liability shield, should have a written agreement regardless of which state it's formed in.
-
Which state should I pick if I run an online business from home?
Form in the state you actually live in. Your home state's Department of Revenue treats your residence as nexus regardless of where the LLC is filed, which means you owe state income tax there anyway. Forming in Minnesota or Missouri to escape your home state's tax doesn't work; it adds paperwork. The non-resident filings make sense when you genuinely operate nowhere in particular: international founders, purely passive holding entities, or real-estate LLCs owning property in other states.
Full state guides
More Minnesota and Missouri comparisons
More Minnesota vs ...
Sources
- Filing fee: www.sos.mn.gov/business-liens/start-a-business/business-filing-certifi… · verified April 21, 2026
Minnesota SoS Business Filing and Certification Fee Schedule: Chapter 322C Domestic LLC Articles of Organization original filing is $135 by mail or $155 in-person/online. The online/in-person fee recorded as the default filingFee because it reflects same-day processing; mail is $20 cheaper but adds roughly two weeks of processing. Authority: Minn. Stat. 322C.0201 and 357.11. - Expedited filing: www.sos.mn.gov/business-liens/start-a-business/business-filing-certifi… · verified April 21, 2026
Minnesota does not offer a separate expedited service for LLC formation. The $20 premium between mail ($135) and in-person/online ($155) functions as a de facto same-day versus mail differential. In-person and online filings are processed the same day or within 1 business day. - Annual report fee: www.sos.mn.gov/business-liens/business-help/how-to-renew-your-business… · verified April 21, 2026
Minnesota SoS renewal page: Annual renewal for domestic LLCs in good standing is free (both mail and online). Due December 31 each year. Missing the deadline statutorily dissolves the LLC on the first business day of the next year. Reinstatement costs $25 by mail or $45 in-person/online, plus the current year's renewal. Authority: Minn. Stat. 322C.0209. - Franchise tax: www.revenue.state.mn.us/corporation-franchise-tax · verified April 21, 2026
Minnesota DOR Corporation Franchise Tax page: applies to C corps and entities electing C-corp treatment at a flat 9.8% on taxable income. Minimum fee tiered on Minnesota property, payroll, and sales applies above $1,130,000 threshold. Pass-through LLCs (partnerships, disregarded entities) owe no entity-level franchise tax; flag classified as not-applies for standard LLCs. - Corporate income tax rate: www.revisor.mn.gov/statutes/cite/290.06 · verified April 21, 2026
Minn. Stat. 290.06: flat 9.8% Minnesota corporate franchise tax rate. Applies to C-corp income. - Sales tax rate: www.revenue.state.mn.us/calculate-sales-tax-rate · verified April 21, 2026
Minnesota statewide sales and use tax is 6.875% under Minn. Stat. 297A.62. Local option sales taxes can bring combined rates up to about 9.025% in Minneapolis. Statewide base rate recorded here. - Foreign LLC registration fee: www.sos.mn.gov/business-liens/start-a-business/business-filing-certifi… · verified April 21, 2026
Minnesota SoS fee schedule: Foreign LLC Certificate of Authority original filing is $185 by mail or $205 in-person/online. Online/in-person fee recorded to match the domestic filingFee method. - Operating agreement requirement: www.revisor.mn.gov/statutes/cite/322C.0110 · verified April 21, 2026
Minn. Stat. 322C.0110 recognizes oral, written, implied, or combined operating agreements but does not require LLCs to adopt one. Minnesota Revised Uniform Limited Liability Company Act (Chapter 322C) default rules apply when no operating agreement exists. - Publication requirement: www.revisor.mn.gov/statutes/cite/322c · verified April 21, 2026
Minn. Stat. Chapter 322C contains no publication or newspaper notice requirement for LLC formation. - Business name search: mblsportal.sos.state.mn.us/Business/Search · verified April 21, 2026
Minnesota Business and Lien System (MBLS) entity search. Used to confirm name availability before filing Articles of Organization. - Filing fee: www.sos.mo.gov/CMSImages/Business/fees.pdf?v=2025 · verified April 21, 2026
Missouri SOS Schedule of Fees and Charges (revised 01/2025), Chapter 347 Limited Liability Companies: Certificates of Limited Liability Company (domestic online) $50.00; Certificates of Limited Liability Company (domestic or foreign, paper) $105.00. Includes $5 Technology fund component. Mo. Rev. Stat. 347.179(1) sets the base fees as $45 online / $100 paper; the $5 tech surcharge brings totals to $50/$105. - Expedited filing: www.sos.mo.gov/business/corporations/forms · verified April 21, 2026
Missouri SOS Corporations Division does not publish an expedited service tier for LLC filings. Online filings through bsd.sos.mo.gov are typically processed immediately or within one business day at the standard $50 fee, so there is no separate expedite option. A $55 Pre-Clearance Examination is available for reviewing a document for form and legal adequacy before submission (Schedule of Fees and Charges, General Fees) but does not accelerate filing itself. - Operating agreement requirement: revisor.mo.gov/main/OneSection.aspx?section=347.081 · verified April 21, 2026
Mo. Rev. Stat. 347.081(1) provides that the member or members of an LLC 'shall adopt' an operating agreement. The statute uses mandatory language (shall adopt) and describes permissible contents, making Missouri one of the handful of states (with California, Delaware, Maine, and New York) that statutorily require an operating agreement. The agreement does not need to be filed with the SOS and may be in any form, but it must exist. - Foreign LLC registration fee: www.sos.mo.gov/CMSImages/Business/fees.pdf?v=2025 · verified April 21, 2026
Missouri SOS Schedule of Fees and Charges (01/2025): Certificates of Limited Liability Company (domestic or foreign)(paper) $105. Foreign LLCs must file the Application for Registration of a Foreign Limited Liability Company (LLC 4) by paper; Missouri does not publish an online filing path specifically for foreign LLC registration. - Business name search: bsd.sos.mo.gov/BusinessEntity/BESearch.aspx?SearchType=0 · verified April 21, 2026
Missouri SOS Business Entity Search. Confirm name distinguishability before filing the LLC 1. - Corporate income tax rate: dor.mo.gov/taxation/business/tax-types/corporation-income/ · verified April 21, 2026
Missouri Department of Revenue Corporation Income Tax page: the corporate income tax rate is a flat 4% for tax years beginning on or after January 1, 2020 (Chapter 143 RSMo). Applies to LLCs electing C-corp treatment. - Sales tax rate: dor.mo.gov/taxation/business/tax-types/sales-use/ · verified April 21, 2026
Missouri Department of Revenue Sales/Use Tax page: state sales and use tax rate is 4.225% (3.0% General Revenue, 1.0% Education, 0.125% Conservation, 0.10% Parks/Soils). Local jurisdictions add their own sales tax on top; combined rates typically range from 5% to over 10%.