Business Entities – Annual Renewal Reminder

It’s not too early to get started. As the end of 2023 approaches and you look ahead to tax season and other end of year planning, it’s also time to complete your annual renewal for your business entity with the Minnesota Secretary of State. Annual renewals are required for corporations, limited liability companies, non-profit corporations, cooperatives, and limited/limited liability partnerships. An annual renewal is also required for assumed names and foreign registrations for out-of-state entities. Homeowner’s associations are typically non-profit entities, so they need to complete a renewal as well.

You can complete your annual renewal at the Minnesota Secretary of State’s website, and there’s no fee so long as you complete the renewal before December 31st for the year in which your renewal is due. As I have pointed out in previous articles, you do not need to pay a firm to complete your renewal (for “$79.95”). You can do it yourself for free at the Secretary of State’s website.

Failure to complete your renewal will result in a ‘statutory dissolution’ of your entity which means that your entity will be ‘administratively terminated.’ This means you will have to pay a fee to reinstate it and complete the required renewal.

It’s fairly easy to complete your renewal at the Minnesota Secretary of State’s website once your set up an account, and you will also have the opportunity to update information about your entity at that time. There is also the option to mail in your renewal. If you want to change the registered address or registered agent for your entity, however, you will have to file amended Articles and pay a fee.

Now is also a good time to conduct your annual meeting of the shareholders and Board for your corporation or the members and board for your LLC. These meetings can be conducted in person or by written action as permitted by your entity’s bylaws. At the annual meeting, board members and officers are elected and other matters or decisions pertaining to the entity may be addressed. Minutes should be completed, signed by the Secretary, and added to the company record book for the business entity.

Examples of issues that should be addressed at the annual meeting include any change in ownership, change in tax status or elections (s-corp to c-corp, for example), change in the entity’s financial institution, significant financing that was obtained during the year, and any significant purchases or sales by the entity. It’s also a good time to check on any licenses or certificates held by the business entity to make sure they are active and up-to-date.

These steps are pretty basic housekeeping for your business entity, but they are important to set yourself on the path to a successful 2024 and beyond.

Any requests for topic suggestions may be sent to Although we cannot give you legal advice through the column, we can provide some general information that may be helpful for you to know. Our purpose is to educate and we hope that you can take something new away from this column each time you read it.