The Minnesota professional LLC
What creates it in Minnesota
Minn. Stat. ch. 319B, the Minnesota Professional Firms Act, §§ 319B.01 to 319B.12. Minnesota has no separate professional limited liability company act: the company is organized under Minn. Stat. ch. 322C like any other Minnesota limited liability company and then elects professional firm status. Under Minn. Stat. § 319B.03, subd. 2 the organizational document must state that the Minnesota firm elects to operate under those sections, acknowledge that it is subject to them, and specify from the list in § 319B.02, subd. 19 the category or categories of professional services the firm is authorized to provide. Section 319B.02 defines "firm" to include "a corporation, limited liability company, and limited liability partnership, wherever incorporated, organized, or registered."
What the name must contain
Minn. Stat. § 319B.05, subd. 2. The name of a professional limited liability company must end with "Professional Limited Liability Company", "Limited Liability Company", "P.L.L.C.", "P.L.C." or "L.L.C.", and a permitted abbreviation may include or omit periods. Minnesota therefore permits a professional designation but does not require one, and the Secretary of State's Articles of Organization form states that the company name must include the words Limited Liability Company or the abbreviation LLC. Subdivision 1 adds that the name of a professional firm must not imply or be used to imply superiority.
Which occupations Minnesota says must use it
Enumerated, and the enumeration does double duty: the same list at Minn. Stat. § 319B.02, subd. 19 defines who may be a professional firm and must be named in the organizational document. The Secretary of State prints the list as accountancy, architecture, certified interior design, chiropractic, dentistry and dental hygiene, engineering, geoscience, landscape architecture, law, marriage and family therapy, medicine and surgery, optometry, pharmacy, physician assistant, podiatric medicine, professional counseling, psychology, registered nursing, social work, surveying and veterinary medicine. A firm must specify its category or categories from that list; it cannot elect professional status in the abstract.
Minnesota also offers a corporation under a professional statute
A practice choosing between the two forms is choosing between these rules and the ones above.
What creates it in Minnesota
The same chapter. A Minnesota professional corporation is a corporation formed under Minn. Stat. ch. 302A that makes the § 319B.03, subd. 2 election in its articles of incorporation. The Secretary of State's business corporation forms page carries the same note as its limited liability company page: a professional firm must state that it elects to operate under and is subject to §§ 319B.01 to 319B.12, or under the Minnesota Firms Act, and must list the professional services it is authorized to provide.
What the name must contain
Minn. Stat. § 319B.05, subd. 2. The name of a professional corporation must end with "Professional Corporation", "Professional Service Corporation", "Service Corporation", "Professional Association", "Chartered", "Limited", "P.C.", "P.S.C.", "S.C.", "P.A." or "Ltd.", and a permitted abbreviation may include or omit periods.
Does the agent requirement differ from an ordinary Minnesota LLC’s?
No. Minnesota sets no separate agent requirement for a professional entity — it is the same requirement an ordinary Minnesota LLC files under.
Chapter 319B says nothing about the registered agent or registered office, so a Minnesota professional firm follows whatever rule its underlying form follows, the ch. 322C rule for a limited liability company and the ch. 302A rule for a corporation. What the election changes is the content of the organizational document, not the agent.
What else Minnesota requires
Minnesota does not write a professional corporation act and a professional limited liability company act; it writes one Professional Firms Act that sits on top of whichever entity chapter the practitioners chose, and the same § 319B.05 name table covers professional corporations, professional limited liability companies and professional limited liability partnerships in one place. The practical consequence for a name search is that a Minnesota professional firm is not required to advertise itself: § 319B.05, subd. 2 lets a professional limited liability company end its name in plain "Limited Liability Company" or "L.L.C.", and lets a professional corporation end in "Limited" or "Ltd.", so the name alone does not tell you whether ch. 319B applies. The election is made in the organizational document, and the Secretary of State treats the professional language as an attachment that only professional organizations include. A foreign firm can make and later rescind the same election on its certificate of authority or an amendment to it.
Verified against the Minnesota Secretary of State, Business and Liens Division (www.sos.mn.gov/business-liens/business-forms-fees/minnesota-limited-liability-company-forms/) · Statute text: www.revisor.mn.gov/statutes/cite/319B.05 · Last updated September 2026. Minnesota only — the rules in this cluster differ by jurisdiction, and this page speaks for no other.