For non-US owners of a Minnesota LLC
Foreign-Owned Minnesota LLC: State Report, Tax and IRS Filing
Your LLC is formed in Minnesota and you live outside the US. Two sets of rules apply every year: Minnesota's report and tax, and the IRS filing for foreign-owned LLCs. Here are both, from the state's own sources and the IRS.
Quick answer
What does a foreign-owned Minnesota LLC have to file each year?
With Minnesota: Annual Renewal (Secretary of State). Fee: No filing fee. Due: By December 31 of each calendar year, starting the year after the articles of organization are filed. It may be filed any time during the year. With the IRS: Form 5472 with a pro forma Form 1120 for any year with a transaction between the LLC and its foreign owner, with a US$25,000 penalty if missed.
At a glance
- Minnesota yearly report
- Annual Renewal (Secretary of State)
- Minnesota fee
- No filing fee
- Minnesota due date
- By December 31 of each calendar year, starting the year after the articles of organization are filed. It may be filed any time during the ye
- IRS filing
- Form 5472 with a pro forma Form 1120; US$25,000 penalty if missed
- Fees
- See our Form 5472 filing service page, or request a quote
Federal filings, whatever Minnesota requires
| Filing | When | Source |
|---|---|---|
| Form 5472 with a pro forma Form 1120 | Each year the LLC has a reportable transaction with its foreign owner; US$25,000 penalty if missed | IRS |
| BE-13 | Generally within 45 days of a foreign person setting up or buying a US business | BEA rule |
| Form 1040-NR | Only if the LLC has income effectively connected with a US trade or business | IRS |
None of these depend on the state. A Minnesota LLC files them on the same terms as an LLC formed anywhere else.
Minnesota filings for a foreign-owned LLC
These are the state-level duties of a Minnesota LLC, as published by Minnesota (Minnesota official source, tax source). State figures checked October 28, 2026.
| Item | Minnesota |
|---|---|
| Yearly report | Annual Renewal (Secretary of State) |
| Fee | No filing fee. No fee to file the annual renewal (Minn. Stat. 322C.0208) while the LLC is active and in good standing. |
| Due | By December 31 of each calendar year, starting the year after the articles of organization are filed. It may be filed any time during the year. |
| State tax | None for a disregarded single-member LLC. Minnesota's minimum fee applies to partnerships, S corporations and C corporations above a property, payroll and sales threshold ($1,250,000 for 2025); a disregarded LLC follows its federal classification and does not file Form M3. |
| If it is late | Failure to file results in administrative termination of the LLC (Minn. Stat. 322C.0208). The LLC can retroactively reinstate by filing a renewal and paying a $25 fee (Minn. Stat. 322C.0706). |
Easy to miss: Because the renewal is free, owners often skip it, and the LLC is then administratively terminated.
Dates to keep
| Who | What and when |
|---|---|
| State | Annual Renewal (Secretary of State): By December 31 of each calendar year, starting the year after the articles of organization are filed. It may be filed any time during the year. |
| IRS | Form 5472 with the pro forma Form 1120, normally by April 15 for a calendar-year LLC (Form 7004 extends it) |
| Once | BE-13 within 45 days of formation, if it applies |
How we help
We prepare Form 5472 and the pro forma Form 1120 for foreign-owned Minnesota LLCs, or the full year under our annual package. Fees are on our Form 5472 filing service. Gurleen Kaur, CPA licensed in British Columbia and Washington State, signs. We remind you of the Minnesota date; the state report itself is filed with Minnesota.
See the annual compliance package, best state for non-US founders and US LLC tax by country.
Law references for a Minnesota LLC
Minnesota
- State rules: Minnesota official page, Minnesota tax page.
Federal
- Form 5472: Internal Revenue Code section 6038A and Treas. Reg. section 1.6038A-1; T.D. 9796 treats a foreign-owned single-member LLC as a corporation for this purpose (IRS).
- Effectively connected income and Form 1040-NR: Code sections 864 and 871 (IRS Pub 519).
- BE-13: 15 CFR 801.7 (eCFR).
Other states
All 50 states and DC in one table: US LLC annual fees by state.
- Wyoming
- Delaware
- Florida
- Texas
- Nevada
- Colorado
- Montana
- South Dakota
- Missouri
- Ohio
- Arizona
- California
- New York
- Washington
- Illinois
- Alabama
- Alaska
- Arkansas
- Connecticut
- Georgia
- Hawaii
- Iowa
- Kentucky
- Maine
- Maryland
- Massachusetts
- Michigan
- Mississippi
- New Hampshire
- New Jersey
- North Carolina
- North Dakota
- Oklahoma
- Oregon
- Pennsylvania
- Rhode Island
- South Carolina
- Tennessee
- Utah
- Vermont
- Virginia
- West Virginia
Common questions
What does a Minnesota LLC owe the state each year?
Annual Renewal (Secretary of State). Fee: No filing fee. Due: By December 31 of each calendar year, starting the year after the articles of organization are filed. It may be filed any time during the year.
Does a Minnesota LLC owned by a non-US person pay Minnesota tax?
None for a disregarded single-member LLC. Minnesota's minimum fee applies to partnerships, S corporations and C corporations above a property, payroll and sales threshold ($1,250,000 for 2025); a disregarded LLC follows its federal classification and does not file Form M3.
What happens if the Minnesota filing is late?
Failure to file results in administrative termination of the LLC (Minn. Stat. 322C.0208). The LLC can retroactively reinstate by filing a renewal and paying a $25 fee (Minn. Stat. 322C.0706).
Does a foreign-owned Minnesota LLC file with the IRS?
Yes. Form 5472 with a pro forma Form 1120 for any year with a reportable transaction with the foreign owner, including the money used to form it. The penalty for missing it is US$25,000. This is separate from the state filing.
Sources
Every rule and figure on this page links to the IRS, CRA or other official source it comes from. Amounts change; we re-check them before each engagement.
- Minnesota: official source
- Minnesota: tax source
- IRS: Instructions for Form 5472
- eCFR: 15 CFR 801.7 (BE-13 reporting requirement)
- IRS: Publication 515
Gurleen Kaur, CPA licensed in British Columbia and Washington State. Last updated November 11, 2026. This page is general information, not tax or legal advice for your situation.
Related guides: US LLC fees by state, Annual compliance package, Best state for non-US founders.
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