Fillable Office of the Minnesota Secretary of State (How to Start a Business)

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Office of the Minnesota Secretary of State (How to Start a Business)

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Office of the Minnesota Secretary of State
Minnesota Nonprofit Limited Liability Company | Articles of Organization
Minnesota Statutes, Chapter 322C
Read the instructions before completing this form.
Filing Fee: $155 for expedited service in-person and online filings, $135 if by mail
A nonprofit limited liability company that wishes to apply for tax exempt status under 501(c)(3) to the Internal
Revenue Service (IRS) cannot use this form for its articles due to the fact that the IRS has additional language
requirements. See the instructions for further information.
Note: A professional organization governed under Chapter 319B must include an attachment with the following information:
(This information is only required if this is a professional organization.)
1. Statement that the Minnesota firm elects to operate and acknowledges that it is subject to Minnesota Statutes, Chapter
319B.01 to 319B.12.
2. List the professional service the organization is authorized to provide under
Minnesota Statutes, Chapter 319B, subd 19.
The undersigned organizer(s), in order to form a Nonprofit Limited Liability Company
under Minnesota
Statutes, Chapter 322C adopt the following:
Article
I
– Name of Limited Liability
Company (Required)
(The company name must include the words Limited Liability Company or the abbreviation LLC)
Article II - Registered Office Address and Agent (A Registered Office Address is Required)
Street Address (A PO Box by itself is not acceptable)
City
State
MN
Zip Code
Registered Agent at the above address:
Article III – Duration
The period of duration for this limited liability company shall be perpetual.
Article IV - This Nonprofit Limited Liability Company is subject to Minnesota Statutes,
section 322C.1101.
Article V – Organizers (Required)
I, the undersigned, certify that I am signing this document as the person whose signature is required, or as agent of the
person(s) whose signature would be required who has authorized me to sign this document on his/her behalf, or in both
capacities. I further certify that I have completed all required fields, and that the information in this document is true and
correct and in compliance with the applicable chapter of Minnesota Statutes. I understand that by signing this document I am
subject to the penalties of perjury as set forth in Section 609.48 as if I had signed this document under oath.
Organizer’s Name
Street Address
City
City
State
Zip
Signatu
re Date
Organizer’s Name
Street Address
City
State
State
Zip
Signature
Date
Email Address for Official Notices
Enter an email address to which the Secretary of State can forward official notices required by law and other notices:
Check here to have your email address excluded from requests for bulk data, to the extent allowed by Minnesota law.
Office of the Minnesota Secretary of State
Minnesota Nonprofit Limited Liability Company | Articles of Organization
Minnesota Statutes, Chapter 322C
List a name and daytime phone number of a person who can be contacted about this form:
Contact Name Phone Number
Entities that own, lease, or have any financial interest in agricultural land or land capable of being farmed must
register with the MN Dept. of Agriculture’s Corporate Farm Program.
LLCNonprofitArticlesOfOrganizationRev.12/28/2015
Print
Reset
INSTRUCTIONS
File your business document online by visiting our website at www.sos.state.mn.us.
This form is intended merely as a guide for filing and is not intended to cover all situations. Retain the original signed copy
of this document for your records and submit a legible photocopy for filing with the Office of the Secretary of State.
A nonprofit limited liability company that wishes to apply for tax exempt status 501(c)(3) to the Internal Revenue
Service (IRS), should not use this form for its articles due to the fact that the IRS has additional language
requirements . Additional information on the language requirements can be obtained from IRS publication 557 at
http://www.irs.gov/charities or by calling 1-800-829-1040. After combining the IRS language with the requirements
on the front of this form, submit the articles for filing to this office. Once the articles have been filed and returned to
you, your organization’s application for tax exempt status can be sent to the IRS. You may wish to consult with an
accountant or attorney to verify if your organization needs to file additional information with the IRS for tax exempt
status. This form is to be used to organize a Nonprofit Limited Liability Company only.
Article I – Name of Limited Liability Company (Required)
List the exact company name. The company name MU
ST include the words Limited Liability Company or abbreviation
LLC, and may not include the words corporation” or “incorporated” or their abbreviations. A preliminary name availability
check may be done by accessing our website at www.sos.state.mn.us.
Article II - Registered Office Address and Agent (A Registered Office Address is Required)
A registered office address in Minnesota is required.
List the complete street address or rural route and rural route box
number for the
registered office address. A post office box by itself is not acceptable. If you have a registered agent, list the
full name of the agent located at the registered office address. An Agent is not required.
Article III - Duration
The limited liability company governed under 322C has a perpetual duration.
Article IV - This Nonprofit Limited Liability Company is subject to Minnesota Statutes, section 322C.1101. A limited
liability company is a nonprofit limited liability company if it is organized under or governed by this chapter and its
articles of organization state that it is a
nonprofit limited liability company
governed by this section.
Article V – Organizers (Required)
Only one organizer is required. An organizer must be an individual 18 years of age or older. List the name and complete
address for each organizer. A signature is required for each organizer or by an Authorized Agent (The signing party must
indicate on the document that they are acting as the agent of the person(s) whose signature would be required and that
they have been authorized to sign on behalf o
f that person(s).) List the organizers on an additional sheet if there are more
than two organizers.
Email Address for Official Notices. This email address may be used to send annual renewal reminders and other important
notices that may
require action or response. Check the box if you wish to have your email address excluded from requests for
bulk data, to the extent allowed by Minnesota law.
List a name and daytime telephone number of a person who can be contacted about this form.
Filing Fee: $155 for expedited service in-person and online filings, $135 if submitted by mail
Payable to the MN Secretary of State
Please submit all items together and mail to the address below:
FILE IN-PERSON OR MAIL TO:
Minnesota Secretary of State - Business Services
Retirement Systems of Minnesota Building
60 Empire Drive, Suite 100
St Paul, MN 55103
(Staffed 8 a.m. – 4 p.m., Monday - Friday, excluding holidays)
Phone Lines: (9 a.m. - 4 p.m., M-F) Metro Area 651-296-2803; Greater MN 1-877-551-6767
All of the information on this form is public. Minnesota law requires certain information to be provided for this type of
filing. If that information is not included, your document may be returned unfiled. This document can be made available in
alternative formats, such as large print, Braille or audio tape, by calling (651)296-2803/voice. For a TTY/TTD (deaf and
hard of hearing) communication, contact the Minnesota Relay Service at 1-800-627-3529 and ask them to place a call to
(651)296-2803. The Secretary of State's Office does not discriminate on the basis of race, creed, color, sex, sexual
orientation, national origin, age, marital status, disability, religion, reliance on public assistance or political opinions or
affiliations in employment or the provision of service.
Only Professional Organizations governed under Chapter 319B must include a statement that the MN firm elects to
operate and acknowledges that it is subject to Minnesota Statutes, Chapter 319B.01 to 319B.12, and list the professional
service under Minnesota Statutes, Chapter 319B.02, subdivision 19
, the organization is authorized to provide.
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Office of the Minnesota Secretary of State (How to Start a Business)

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Completed 20 November 2020

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