How to change your registered agent in Minnesota
File the Notice of Change to update a Minnesota domestic LLC's registered office, its optional agent, or both. A domestic LLC may enter NONE instead of naming an agent; a foreign LLC must designate a Minnesota agent. Do not extend this optional-agent rule to excluded partnerships.
Checked against primary sources ·
Minnesota- Jurisdiction terminology
- registered agent
- Change filing
- Notice of Change of Registered Office/Registered Agent, Minnesota Statutes chapter 5.36
- Filing office
- Minnesota Secretary of State, Business Services
Choose the right Minnesota filing
A Minnesota domestic LLC must maintain a Minnesota registered office but can choose not to designate a registered agent. A foreign LLC does not have that option: it must name a Minnesota agent. The Notice of Change makes that distinction operational with a NONE entry, while also requiring office information, governing-body authorization and an authorized signature. Its partnership exclusions matter; this guide's domestic LLC option is not a rule for every entity formed in Minnesota.
- Procedure scope
- Registered-office or registered-agent change for a Minnesota domestic LLC; naming an agent is optional for a domestic LLC, but its Minnesota registered office remains required.
- Form or online transaction
- Notice of Change of Registered Office/Registered Agent, Minnesota Statutes chapter 5.36
- Where to file
- Minnesota Secretary of State, Business Services
Which route fits your registered agent change?
- Domestic LLC replacing or removing its optional agent
Use the Notice of Change for a Minnesota domestic LLC's registered office, agent or both. If choosing not to designate an agent, item 4 says to enter NONE rather than leaving the choice ambiguous. The registered-office requirement remains even when the agent is removed. Source 1.
- Foreign LLC replacing a required Minnesota agent
An LLC formed under another jurisdiction's law must designate a Minnesota registered agent. Enter the replacement rather than NONE. Use its existing Minnesota registration and keep the registered office and agent's business-office address identical as the form states. Source 1.
- Do not use this notice for LPs or LLPs
The instructions exclude domestic and foreign limited partnerships and limited liability partnerships. They direct LPs to draft an amendment for agent name and address changes and LLPs to a Statement of Amendment. Their rules are not established by this domestic LLC's optional-agent route. Source 1.
Prepare for the change in Minnesota
- Retrieve the file number and exact entity name
Use the Secretary of State file number and the name from the original organizing document or subsequent amendments. Determine domestic or foreign LLC status before deciding the agent entry. An office in Minnesota does not make an out-of-state-organized LLC domestic. Source 1.
- Prepare the required Minnesota office
The instructions require a complete Minnesota street address or rural route and rural-route box number. A PO box by itself is not acceptable. If the domestic LLC is removing its optional agent, make a separate plan for its continuing registered office instead of deleting both entries. Source 1.
- Confirm an appointed agent is eligible
The form permits a Minnesota-resident person, a Minnesota entity or a foreign entity authorized to do business in Minnesota. It says the represented entity may not act as its own agent. Obtain the replacement's agreed legal name and office details rather than listing the LLC itself. Source 1.
- Prepare authorization and notice contacts
Item 5 states that an entity-filed office or agent change was authorized by a majority-approved governing-body resolution under section 5.36. The form also requests an official-notices email, contact name and daytime telephone number. Confirm authority and select contacts that will remain monitored after transition. Source 1.
Consent and acceptance
Arrange any new agent's agreement to receive service before designating it. The Notice of Change requires the authorized filing signature and governing-body authorization statement; it does not provide a separate incoming-agent consent signature line.
Entity-type differences
For this guide's LLC scope, a domestic LLC may choose NONE while a foreign LLC must name a Minnesota agent. The shared notice also covers listed corporate categories, but domestic and foreign limited partnerships and LLPs cannot use it and must follow their own amendment procedures; the LLC optional-agent rule is not a universal domestic-entity rule.
Complete the Minnesota change filing
Enter the entity's file number and exact legal name on the Notice of Change.
Supply the Minnesota registered-office street address or permitted rural-route address; a PO box alone is not acceptable.
Name the replacement agent, or enter NONE for a Minnesota domestic LLC choosing not to designate one. A foreign LLC must name an agent. Do not put the represented entity's own name in the agent field.
Confirm the governing-body resolution required by the form and the identical registered-office and agent-business-office addresses when an agent is designated.
Have the authorized person or authorized agent sign, complete the contact and notice information, and file online, by mail or in person as instructed. Retain the original signed document and the filed copy.
Open the official filing instructions or transaction. Read the primary sources below alongside these steps.
Form fields and statement requirements
- Items 1 and 2: file number and entity name
Enter the state file number and exact entity name; the name is marked required. Use the represented LLC's name here and nowhere in the agent field as a substitute appointee. These identification entries should match the Minnesota record being amended. Source 1.
- Item 3: registered office changed to
Supply the complete resulting Minnesota office location. The office must remain a real location even for a domestic LLC selecting NONE as agent. A separate PO box may be useful for other correspondence, but it does not by itself answer this registered-office field. Source 1.
- Item 4: agent or the express NONE choice
Name the replacement agent, or use NONE for a domestic LLC declining an agent. The form expressly warns not to list the entity name and separately requires foreign entities to designate an agent. Check those warnings before copying the company name across multiple fields. Source 1.
- Items 5 and 6: certifications and signature
Read the authorization, agent-notice and identical-address statements, then have the authorized person or authorized agent sign and date. If signing as the required signer's agent, the instructions require that capacity and authority to be indicated. The execution includes a truth-and-completeness certification subject to perjury penalties. Source 1.
- Notices email, contact and agricultural-land question
Provide the email for official notices and decide whether to request the stated bulk-data exclusion to the extent law allows. Supply a contact name and daytime telephone number and answer the agricultural-land-interest question. Do not assume the limited email exclusion makes the entire filing private. Source 1.
Submit the change to Minnesota Secretary of State, Business Services
- Online filing
The instructions direct filers to the Secretary of State website to file business documents online. Use the existing entity's change transaction and current execution instructions. The published notice establishes the required information; it does not verify every authenticated portal screen or promise an acceptance time. Source 1.
- Mail or in-person submission
The notice provides a common Business Services destination for mail or in-person filing. It specifically instructs filers to retain the original signed document and submit a legible photocopy. Submit the required items together using current instructions, and keep the original and the state-returned filing evidence in the entity file. Source 1.
Before you submit
Optional agent does not mean optional registered office for a Minnesota domestic LLC. A foreign LLC cannot use NONE. Partnerships are excluded from this notice and should not rely on the domestic LLC rule.
Verify the change and finish the transition
- Check the changed fields, not unrelated data
The notice says the filing amends only the registered-office address and/or agent. Verify those fields in the resulting record. Do not assume this submission also updates officers, tax addresses, principal-office information or other registrations merely because contact details were supplied on the notice. Source 1.
- Preserve the original and filed evidence
The instructions expressly say to retain the original signed copy. Store the filed copy with it and with the LLC's authorization record. This preserves the basis for the certification and makes it possible to reconcile what was authorized, signed and actually entered. Source 1.
- Check the practical result of NONE
Practical guidance. If a domestic LLC removed its agent, confirm its continuing registered office can receive and escalate relevant deliveries. If it appointed a new agent, check internal forwarding contacts and outstanding notices. This operational check is especially important when cancelling a service without replacing it with another provider.
Avoid these Minnesota filing mistakes
- Extending the domestic LLC option to every entity
This notice excludes LPs and LLPs, and its instructions require a Minnesota agent for foreign entities using it. Limit NONE guidance to the domestic LLC scope here. Determine legal type and organizing jurisdiction before copying a choice from another Minnesota company. Source 1.
- Removing the office with the optional agent
The notice still requires a Minnesota registered office. Removing an optional agent for a domestic LLC does not permit an empty office or PO-box-only entry. Prepare the continuing location before ending the former provider's office arrangement. Source 1.
- Overstating the email privacy option
The checkbox concerns exclusion of the email address from bulk-data requests to the extent Minnesota law allows. The form separately warns that filed information is public and may appear online. Do not describe that checkbox as suppression of names, street addresses or the entire filing. Source 1.
Questions about changing your registered agent in Minnesota
Can a Minnesota domestic LLC remove its registered agent without choosing another?
For the domestic LLC scope of this guide, the notice permits NONE when no agent is designated. A Minnesota registered office remains required. This option must not be extended to a foreign LLC or to partnerships excluded from the notice. Source 1.
Can the Minnesota LLC list itself as its registered agent?
No. The form expressly says not to list the entity name, and the instructions say an entity may not act as its own agent. A domestic LLC choosing not to designate one uses NONE; a foreign LLC must appoint an eligible Minnesota agent. Source 1.
Is an incoming-agent signature separately required on the Minnesota notice?
The published notice has the authorized-person or authorized-agent execution and the governing-body authorization statement, not a separate incoming-agent consent signature line. Arrange the appointment first and complete the actual execution requirements rather than importing another state's consent attachment. Source 1.
Does the Minnesota notice change other business addresses?
The form states that it amends only the registered-office address and/or registered agent. Handle unrelated address and registration changes separately. The official-notices email and contact entries support this filing and notices; they do not expand the amendment's stated scope. Source 1.
Which primary sources support this procedure?
Checked . The filing office’s current instructions govern the submission.
Procedural guidance, not legal advice. Confirm the correct filing for your entity and its current record.
Need help with your Minnesota change?
Tell us the entity name, its jurisdiction and what needs to change. State fees are confirmed with you before anything is filed.