Minnesota charges $155 to form an LLC; Washington charges $180. Day-one sticker price is only part of the story, since most of the real cost comes from the annual obligations that stack up each year you keep the LLC open.

Over a rolling three-year window, Minnesota runs about $235 less in total state fees than Washington. Whether that gap matters depends on whether you actually operate in one of these states or are weighing a non-resident filing.

On speed, Minnesota typically clears standard online filings faster than Washington. Both states offer expedited tiers at an additional cost for filers on tight timelines.

For most small operators the choice is not really between these two states at all. It is between forming where the business actually operates and trying to route through a non-resident filing. The data below shows what each option actually costs.

Formation filing fee
Minnesota $155
Washington $180
Minnesota saves $25
Year 1 total estimate
Minnesota $255
Washington $350
Minnesota saves $95
Ongoing per year
Minnesota $100
Washington $170
Minnesota saves $70
3-year total
Minnesota $455
Washington $690
Minnesota saves $235

Key differences at a glance

  • Minnesota costs $25 less to form ($155 vs $180).
  • Minnesota is $70 per year cheaper to maintain ($100 vs $170).
  • Washington has no state individual income tax; pass-through LLC income flows to members without a state layer. The other state does tax at the member level.

Where each state fits

For most filers, forming in the state you actually operate from is the right call. The side-by-side below shows where the two states meaningfully diverge.

What each state offers that the other does not

Only Washington

  • Paid expedited tier
  • No state income tax

Both states

  • Online filing
  • No entity-level franchise or LLC tax
  • No publication requirement
  • Operating agreement not statutorily required

Three-year cost, side by side

Rough estimate of the state-facing cost to form and keep an LLC through three years. Both totals include a $100 per year registered-agent estimate.

Minnesota Washington
Year 1
$255
$350
Year 2
$355
$520
Year 3
$455
$690

Running total includes the one-time filing fee and annual ongoing costs (report fee or franchise tax plus a $100/year registered agent estimate).

What it costs under your specific situation

The table below runs the same LLC through four common scenarios. "Non-resident" rows assume a typical home-state foreign LLC registration adds about $200 per year of stacked cost; the real number depends on which state you live in and ranges from $50 to over $800 depending on jurisdiction.

Scenario Year 1 Each year after 3-year total
You live in Minnesota, business operates there
No foreign LLC registration needed. You pay Minnesota fees only.
$255 $100 $455
You live in Washington, business operates there
No foreign LLC registration needed. You pay Washington fees only.
$350 $170 $690
Non-resident forming in Minnesota with operations elsewhere
You pay Minnesota's fees plus a typical home-state foreign LLC registration of about $200 per year.
$455 $300 $1,055
Non-resident forming in Washington with operations elsewhere
You pay Washington's fees plus a typical home-state foreign LLC registration of about $200 per year.
$550 $370 $1,290

Minnesota vs Washington: full comparison

Dimension Minnesota Washington
Online filing
Can you file the formation document online?
Yes Yes
Online approval time
Standard, non-expedited
1 business day 5 business days
Expedited option
Paid fast-track filing
Not offered $100
Annual report
Required in addition to tax
Required, $0 Required, $70
State-imposed annual tax
Franchise, privilege, or LLC tax minimum
None None
State income tax
On pass-through LLC income at member level
Yes No
Publication requirement
Newspaper publication after formation
No No
Operating agreement
Required by state statute
Recommended, not required Recommended, not required
Foreign LLC fee
Cost to register as a foreign LLC in this state
$205 $180
State sales tax
General statewide rate
6.9% 6.5%

Taxes in Minnesota and Washington

How each state handles entity-level tax on LLCs. Pass-through classification means member-level income tax also applies at each member's residence state.

Minnesota tax

No entity-level franchise tax on LLCs. State income tax applies to member-level pass-through income. Corporate rate 9.8%.

Washington tax

No entity-level franchise tax on LLCs. No state income tax.

Ongoing compliance

The recurring filings each state requires after formation.

Minnesota

Annual report $0, due 12/31 each year. Registered agent required in Minnesota.

Washington

Annual report $70, due on your anniversary month. Registered agent required in Washington.

Formation process, side by side

What actually happens from the moment you start filing to the moment you're in good standing. Use this as a checklist.

Minnesota

  1. Check business-name availability on the Minnesota entity search.
  2. Appoint a registered agent with a physical Minnesota street address.
  3. File Articles of Organization, Chapter 322C Limited Liability Company for $155.
  4. Wait for approval. Online typically 1 business days. No paid expedite offered.
  5. Adopt an operating agreement (recommended, not required by Minnesota statute).
  6. Apply for a federal EIN (free from the IRS).
  7. Open a business bank account to separate personal and business finances.
  8. File your first annual report and pay $0 when it comes due.

Washington

  1. Check business-name availability on the Washington entity search.
  2. Appoint a registered agent with a physical Washington street address.
  3. File Certificate of Formation - Limited Liability Company for $180.
  4. Wait for approval. Online typically 5 business days. Paid expedite from $100.
  5. Adopt an operating agreement (recommended, not required by Washington statute).
  6. Apply for a federal EIN (free from the IRS).
  7. Open a business bank account to separate personal and business finances.
  8. File your first annual report and pay $70 when it comes due.

Before you pick either state

A few things that apply no matter which state you choose. These trip up enough first-time filers that they're worth stating explicitly.

Registered agent is non-negotiable. Both Minnesota and Washington (and every other US state) require every LLC to designate a registered agent with a physical street address in the state of formation. You can serve as your own agent if you live in the state; otherwise a commercial agent runs $50 to $125 per year. Using your own home address makes it part of the public record.

Forming elsewhere does not escape your home state's tax. If you live and operate a business from your home state, forming the LLC in Minnesota or Washington does not avoid your home state's income tax. The moment you transact business at home, your home state requires a foreign LLC registration, and state tax liability follows your residence regardless of where the entity sits on paper.

EIN applications are free. The IRS issues Employer Identification Numbers directly at no cost. Any service charging you to "get your EIN" is reselling a free form submission. Single-member LLCs with no employees technically don't need one for federal tax, but nearly every bank requires an EIN to open a business account.

Operating agreement matters more than the state you pick. A well-drafted operating agreement governs member ownership, management, profit splits, buy-sell terms, and dissolution. Without one, your LLC runs on the state's default rules, which are rarely what you want. California, Maine, Missouri, and New York require a written one by statute; every other state treats it as strongly recommended.

Agency contacts

Minnesota Secretary of State, Business Services Division

Website
www.sos.mn.gov
Phone
(651) 296-2803
Email
business.services@state.mn.us
Mail
Minnesota Secretary of State, Business Services, Retirement Systems of Minnesota Building, 60 Empire Drive, Suite 100, Saint Paul, MN 55103
Office
First National Bank Building, 332 Minnesota Street, Suite N201, Saint Paul, MN 55101
Hours
8:00 AM to 4:00 PM Central, Monday to Friday

Washington Secretary of State - Corporations & Charities Division

Website
www.sos.wa.gov/corporations-charities
Phone
(360) 725-0377
Email
corps@sos.wa.gov
Mail
Corporations & Charities Division, P.O. Box 40234, Olympia, WA 98504-0234
Office
801 Capitol Way S, Olympia, WA 98501-1226
Hours
8:00 AM to 5:00 PM Pacific, Monday to Friday

Minnesota Department of Revenue

Website
www.revenue.state.mn.us
Phone
(651) 556-3000
Mail
Minnesota Department of Revenue, 600 North Robert Street, Saint Paul, MN 55101
Office
600 North Robert Street, Saint Paul, MN 55101
Hours
8:00 AM to 4:30 PM Central, Monday to Friday

Washington State Department of Revenue

Website
dor.wa.gov
Phone
(360) 705-6705
Mail
Washington State Department of Revenue, P.O. Box 47450, Olympia, WA 98504-7450
Office
6500 Linderson Way SW, Tumwater, WA 98501
Hours
8:00 AM to 5:00 PM Pacific, Monday to Friday

Frequently Asked Questions

  • Is it cheaper to form an LLC in Minnesota or Washington?

    Minnesota is cheaper at formation ($155) than Washington ($180). Ongoing costs are also different: $100 vs $170 per year. Total over three years: $455 vs $690.

  • Can I form an LLC in Minnesota if I live in Washington?

    Yes, but your Washington business will almost certainly need to register as a foreign LLC in Washington too, which means paying Washington's foreign registration fee and any ongoing Washington obligations on top of the Minnesota ones. The "form elsewhere to save" math usually doesn't work for operating businesses; it only works when you have no physical operations tied to any specific state.

  • How long does it take to form an LLC in Minnesota vs Washington?

    Minnesota online: 1 business day; Washington online: 5 business days. Minnesota does not offer paid expedite. Washington offers paid expedite from $100.

  • Which state has lower taxes for an LLC, Minnesota or Washington?

    Minnesota: state income tax applies to member-level pass-through income, no entity-level franchise or LLC tax. Washington: no state income tax, no entity-level franchise or LLC tax.

  • Do both states require a registered agent?

    Yes. Every US state (and DC) requires every LLC to maintain a registered agent with a physical street address in the state. Minnesota and Washington both have this requirement. You can serve as your own agent if you live in the state; most out-of-state filers use a commercial agent for $50 to $125 per year.

  • Which state should I pick if I run an online business from home?

    Form in the state you actually live in. Your home state's Department of Revenue treats your residence as nexus regardless of where the LLC is filed, which means you owe state income tax there anyway. Forming in Minnesota or Washington to escape your home state's tax doesn't work; it adds paperwork. The non-resident filings make sense when you genuinely operate nowhere in particular: international founders, purely passive holding entities, or real-estate LLCs owning property in other states.

Full state guides

More Minnesota and Washington comparisons

Sources

  • Filing fee: www.sos.mn.gov/business-liens/start-a-business/business-filing-certifi… · verified April 21, 2026
    Minnesota SoS Business Filing and Certification Fee Schedule: Chapter 322C Domestic LLC Articles of Organization original filing is $135 by mail or $155 in-person/online. The online/in-person fee recorded as the default filingFee because it reflects same-day processing; mail is $20 cheaper but adds roughly two weeks of processing. Authority: Minn. Stat. 322C.0201 and 357.11.
  • Expedited filing: www.sos.mn.gov/business-liens/start-a-business/business-filing-certifi… · verified April 21, 2026
    Minnesota does not offer a separate expedited service for LLC formation. The $20 premium between mail ($135) and in-person/online ($155) functions as a de facto same-day versus mail differential. In-person and online filings are processed the same day or within 1 business day.
  • Annual report fee: www.sos.mn.gov/business-liens/business-help/how-to-renew-your-business… · verified April 21, 2026
    Minnesota SoS renewal page: Annual renewal for domestic LLCs in good standing is free (both mail and online). Due December 31 each year. Missing the deadline statutorily dissolves the LLC on the first business day of the next year. Reinstatement costs $25 by mail or $45 in-person/online, plus the current year's renewal. Authority: Minn. Stat. 322C.0209.
  • Franchise tax: www.revenue.state.mn.us/corporation-franchise-tax · verified April 21, 2026
    Minnesota DOR Corporation Franchise Tax page: applies to C corps and entities electing C-corp treatment at a flat 9.8% on taxable income. Minimum fee tiered on Minnesota property, payroll, and sales applies above $1,130,000 threshold. Pass-through LLCs (partnerships, disregarded entities) owe no entity-level franchise tax; flag classified as not-applies for standard LLCs.
  • Corporate income tax rate: www.revisor.mn.gov/statutes/cite/290.06 · verified April 21, 2026
    Minn. Stat. 290.06: flat 9.8% Minnesota corporate franchise tax rate. Applies to C-corp income.
  • Sales tax rate: www.revenue.state.mn.us/calculate-sales-tax-rate · verified April 21, 2026
    Minnesota statewide sales and use tax is 6.875% under Minn. Stat. 297A.62. Local option sales taxes can bring combined rates up to about 9.025% in Minneapolis. Statewide base rate recorded here.
  • Foreign LLC registration fee: www.sos.mn.gov/business-liens/start-a-business/business-filing-certifi… · verified April 21, 2026
    Minnesota SoS fee schedule: Foreign LLC Certificate of Authority original filing is $185 by mail or $205 in-person/online. Online/in-person fee recorded to match the domestic filingFee method.
  • Operating agreement requirement: www.revisor.mn.gov/statutes/cite/322C.0110 · verified April 21, 2026
    Minn. Stat. 322C.0110 recognizes oral, written, implied, or combined operating agreements but does not require LLCs to adopt one. Minnesota Revised Uniform Limited Liability Company Act (Chapter 322C) default rules apply when no operating agreement exists.
  • Publication requirement: www.revisor.mn.gov/statutes/cite/322c · verified April 21, 2026
    Minn. Stat. Chapter 322C contains no publication or newspaper notice requirement for LLC formation.
  • Business name search: mblsportal.sos.state.mn.us/Business/Search · verified April 21, 2026
    Minnesota Business and Lien System (MBLS) entity search. Used to confirm name availability before filing Articles of Organization.
  • Filing fee: www.sos.wa.gov/corporations-charities/frequently-asked-questions-faqs/… · verified April 21, 2026
    WA SoS Corporations & Charities Division Fee Schedule. Under 'Limited Liability Companies (RCW 25.15)': Original Filings = $180. Same $180 fee applies whether filed online through CCFS or by mail. Washington does not charge an online-vs-mail differential for the Certificate of Formation itself.
  • Expedited filing: www.sos.wa.gov/corporations-charities/frequently-asked-questions-faqs/… · verified April 21, 2026
    Expedited service = $100 per business entity, generally processed within three working days. Same-day service = $150 per business entity (front-counter submission only). Mail-in expedited requests must include $100 and label envelope 'EXPEDITE'. We record the $100 three-business-day (approx 72-hour) tier.
  • Foreign LLC registration fee: www.sos.wa.gov/corporations-charities/business-entities/limited-liabil… · verified April 21, 2026
    Foreign Registration for a non-WA LLC = $180 filing fee, matching the domestic Certificate of Formation fee.
  • Operating agreement requirement: app.leg.wa.gov/rcw/default.aspx?cite=25.15.018 · verified April 21, 2026
    RCW 25.15.018 (Washington Limited Liability Company Act) recognizes an LLC agreement that may be oral, written, or implied. There is no statutory requirement that LLCs adopt an operating agreement, so this is recorded as not required. If none is adopted, the default provisions of RCW 25.15 govern.
  • Publication requirement: app.leg.wa.gov/rcw/default.aspx?cite=25.15 · verified April 21, 2026
    Washington imposes no publication requirement on LLCs. RCW Chapter 25.15 contains no publication mandate.
  • Annual report fee: www.sos.wa.gov/corporations-charities/frequently-asked-questions-faqs/… · verified April 21, 2026
    Annual Report fee for profit business entity types (including LLCs) is $70, increased per WAC 434-112-085(7) and codified in RCW 23.95.515. Annual Report with delinquency fee = $95. Initial or Amended Annual Report = $10.
  • Franchise tax: dor.wa.gov/taxes-rates/business-occupation-tax · verified April 21, 2026
    Washington has no franchise tax on LLCs. Washington's Business & Occupation (B&O) tax is a gross-receipts tax, not a franchise tax. B&O rates in 2026: retailing 0.471%, wholesaling 0.484%, manufacturing 0.484%, service & other activities 1.5% (less than $1M in prior-year taxable income), 1.75% ($1M-$5M), 2.1% (over $5M effective Oct 1, 2025). Additional 0.5% surcharge on WA taxable income over $250M from Jan 1, 2026. Because the B&O is structurally a gross-receipts tax on business activity rather than a capital-based franchise tax, franchiseTax.applies is set to false.
  • Corporate income tax rate: dor.wa.gov/taxes-rates/business-occupation-tax · verified April 21, 2026
    Washington has no corporate income tax; maxCorporateRate is recorded as null. The state's business tax is the B&O gross-receipts tax (captured in franchiseTax.notes). Washington also has no state personal income tax, only a 7% long-term capital gains excise tax for individuals above the threshold.
  • Sales tax rate: dor.wa.gov/taxes-rates/sales-use-tax-rates · verified April 21, 2026
    Washington's statewide sales and use tax rate is 6.5%. Cities and counties add local sales taxes, bringing combined rates to roughly 7% to 10.6% depending on jurisdiction. Only the 6.5% statewide rate is recorded here.
  • Business name search: ccfs.sos.wa.gov/#/AdvancedSearch · verified April 21, 2026
    Corporations and Charities Filing System (CCFS) advanced search. Same platform used for online filings.
  • Online filing portal: ccfs.sos.wa.gov/ · verified April 21, 2026
    Washington's Corporations and Charities Filing System (CCFS) portal. Standard online approvals typically complete within 5 business days. Filers can bundle the free Initial Report with the Certificate of Formation to satisfy the 120-day initial report requirement at no extra cost.
  • Certificate of Formation name: www.sos.wa.gov/sites/default/files/2022-09/12.10.2020---certificate-of… · verified April 21, 2026
    Mail-in paper form titled 'Certificate of Formation - Limited Liability Company'. Online filers use the equivalent CCFS on-screen form.