You Own 100 Percent of Your LLC. You Still Can't Speak for It in Court.

You formed the LLC. You’re the only member. You signed every contract it ever made, and you know the dispute better than any lawyer ever will. So when the LLC gets sued, or needs to sue, you figure you’ll just go handle it.

In Minnesota district court, you can’t. Your company is a separate person, and a separate person needs a licensed lawyer to speak for it. The Minnesota Supreme Court said so about a corporation in 1926, “even if he owns all its capital stock”. The Legislature tried to carve out an exception for one-owner corporations in 1992. Ten weeks later, the Supreme Court explained why the Legislature doesn’t get to make that call.

Why can’t I represent my own company?

Because it isn’t you. That’s the whole point of forming it.

The leading case is Nicollet Restoration, Inc. v. Turnham, 486 N.W.2d 753 (Minn. 1992). A corporation won $1,862 against a commercial tenant in conciliation court. The tenant removed the case to district court for a new trial, and the corporation sent its president, who wasn’t a lawyer. The tenant’s attorney moved to dismiss. The trial court offered a continuance so the company could hire counsel. The company declined, and the judge dismissed the case with prejudice. Id. at 753–54.

The supreme court affirmed and started from old ground. “Generally, a corporation must be represented by a licensed attorney when appearing in court, regardless of whether the person seeking to represent the corporation is a director, officer or shareholder.” Id. at 754. It quoted its own 1926 decision for the part that stings: the right to appear in person “does not entitle him to appear for a corporation, even if he owns all its capital stock for the corporation is a distinct legal entity.” Id. (quoting Cary & Co. v. F.E. Satterlee & Co., 166 Minn. 507, 509, 208 N.W. 408, 409 (1926)).

Then it gave the reasons, and they aren’t about you:

A non-attorney agent of a corporation is not subject to the ethical standards of the bar and is not subject to court supervision or discipline. The agent knows but one master, the corporation, and owes no duty to the courts. In addition, a corporation is an artificial entity which can only act through agents. To permit a lay individual to appear on behalf of a corporation would be to permit that individual to practice law without a license.

— Nicollet Restoration, 486 N.W.2d at 754

“The agent knows but one master”. That’s the line to remember. The rule exists to protect the court, not your company.

Does it apply to an LLC, or just corporations?

To LLCs too. In 2010 the court of appeals took the corporate rule and said, “Respondent concedes that this rule extends beyond business corporations and applies to LLCs. We agree.” 301 Clifton Place L.L.C. v. 301 Clifton Place Condo. Ass’n, 783 N.W.2d 551, 561 (Minn. Ct. App. 2010). In 2015 it extended the rule to limited partnerships and said why it saw no reason to stop: “Because we see no reason to treat limited partnerships differently from corporations or limited liability companies in this context, we conclude that limited partnerships must also be represented by a licensed attorney in pleadings and practice in district court except when otherwise authorized by court rule.” Hinckley Square Assocs. v. Cervene, 871 N.W.2d 426, 430 (Minn. Ct. App. 2015).

A sole proprietor is a different story, because there’s no second person. Minnesota’s unauthorized-practice statute makes it unlawful for a nonlawyer to appear for someone else in court “except personally as a party thereto in other than a representative capacity”. Minn. Stat. § 481.02, subd. 1. If the business is just you under a trade name, you’re the party. The day you file articles of organization, you aren’t anymore.

The Legislature said one-owner corporations could. The court said the Legislature doesn’t decide that.

This is the part almost nobody knows. Read the list of things Minnesota’s unauthorized-practice statute “shall not prohibit”, and clause (15) says:

(15) the sole shareholder of a corporation from appearing on behalf of the corporation in court;

— Minn. Stat. § 481.02, subd. 3(15)

That clause came from a 1992 bill whose title said exactly what it was for: “allowing the sole shareholder of a corporation to appear on behalf of the corporation in court”. 1992 Minn. Laws ch. 497. The governor signed it on April 20, 1992, and it took effect that August 1.

Nicollet Restoration came down on July 2, 1992. The opinion doesn’t mention clause (15). It didn’t need to. The company there had argued that a different subdivision of the same statute let it appear through a nonlawyer, and the court read that subdivision narrowly and then answered with the state constitution’s separation of powers. Who may practice law in Minnesota’s courts is for the judiciary, “free from the dangers of encroachment either by the legislative or executive branches.” 486 N.W.2d at 755 (quoting Sharood v. Hatfield, 296 Minn. 416, 425, 210 N.W.2d 275, 280 (1973)). And then the sentence that did the work:

Therefore, legislative enactments which purport to authorize certain classes to practice law in the courts of this state are not controlling upon the judiciary. As such, we reaffirm our conviction that a corporation must be represented by a licensed attorney when appearing in district court.

— Nicollet Restoration, 486 N.W.2d at 756

Twenty years later, a corporation tried the statute again in the court of appeals. Its theory was creative: the court of appeals was “established by the legislature”, so it had to follow the Legislature. The court called the argument meritless and held “that corporations cannot appear before the court of appeals without counsel”. Haugen v. Superior Dev., Inc., 819 N.W.2d 715, 717, 719 (Minn. Ct. App. 2012). On § 481.02, it put it about as bluntly as a court can: the statute “not only does not mean that corporations may be represented in court through their non-attorney agents, it cannot mean that corporations may be represented in court through their non-attorney agents.” Id. at 718.

So clause (15) has been on the books for thirty-four years. I searched CourtListener for any Minnesota decision applying it, by its text and by its cite, and found none. And it says “sole shareholder of a corporation”. It doesn’t mention an LLC member at all.

Read generously, clause (15) only means the sole shareholder isn’t committing a crime by showing up. Nicollet Restoration says it doesn’t make the court listen.

Where can your LLC show up without a lawyer?

A few places. Fewer than people think, and two of them come with a catch.

The conciliation-court rules, and the trap waiting on removal to district court, are their own story, which I covered at /news/minnesota-conciliation-court-491a/. One footnote to it: the removal demand itself counts. In 2013 a corporation’s nonlawyer signed its demand for removal, even though the form said, “If appealing party is a corporation, the party’s attorney must sign”. In 2017 the court of appeals held that the defect was curable, the same way a complaint is. Kelbro Co. v. Vinny’s On the River, LLC, 893 N.W.2d 390, 395–96 (Minn. Ct. App. 2017). Curable isn’t the same as fine.

What about evictions?

Here the statute and the case law point in different directions, and the case law wins.

Section 481.02 has two clauses about rental housing. Clause (12) says the statute doesn’t prohibit “any authorized management agent of an owner of rental property used for residential purposes” from bringing or defending an action “to recover or retain possession of the property,” but it doesn’t authorize a nonlawyer “to conduct a jury trial or to appear before a district court or the court of appeals or supreme court pursuant to an appeal”. Clause (13) covers certain landlord-tenant actions under chapter 504B, with the same limits and a ban on charging a separate fee. § 481.02, subd. 3(12)–(13).

In Hennepin and Ramsey Counties, the housing court rules let an agent appear, on one condition: “No person other than a principal or a duly licensed lawyer shall be allowed to appear in Housing Court unless the Power of Authority is attached to the complaint at the time of filing”. Minn. Gen. R. Prac. 603. Those rules apply only in Hennepin and Ramsey. Minn. Gen. R. Prac. 601.

Everywhere else, look at what happened in Hinckley Square. A limited partnership filed an eviction in Pine County and tried it to the bench through a general partner and its management agent. It won. The tenant appealed, and the court of appeals reversed the eviction outright, because “the limited partnership could not appear in court without an attorney, the district court should have dismissed the action.” 871 N.W.2d at 431. The only exceptions the court listed were the two that come from court rules, conciliation court and the Hennepin and Ramsey housing courts. Id. at 429. The opinion never mentions § 481.02. I wrote about the rest of the eviction timeline at /news/minnesota-eviction-timeline-redemption/.

Winning the eviction and losing it on appeal because nobody hired a lawyer is about the most expensive way to save a filing fee I can think of.

What happens if you file anyway?

It depends how far you get.

If a nonlawyer signs the complaint and the company fixes it fast, the case can survive. In Save Our Creeks v. City of Brooklyn Park, a nonprofit’s spokesperson signed and filed its complaint, and a lawyer appeared a few weeks later. The supreme court held “that a complaint signed and filed by a nonattorney on behalf of a corporate entity is not a legal nullity.” 699 N.W.2d 307, 310 (Minn. 2005). The requirement isn’t jurisdictional. Id. at 309–10. But the court allowed the fix only when four things are true:

(1) the corporation acts without knowledge that its action was improper; (2) upon notice, the corporation diligently corrects its mistake by obtaining counsel, but in no event may it appear in court without an attorney; (3) the nonattorney’s participation in the action is minimal; and (4) the nonattorney’s participation results in no prejudice to the opposing party.

— Save Our Creeks, 699 N.W.2d at 311

And it added a warning about the first one: “if a corporation knows or should know, that its action is improper, amendment will not be allowed.” Id. The cure is for the company that didn’t know better. It isn’t a strategy.

If you go past the complaint, the cure gets much harder. In Hinckley Square the nonlawyers tried the whole case, and the court said their “involvement is not a curable defect because it went significantly beyond signing the complaint.” 871 N.W.2d at 431. In Nicollet, the case was dismissed with prejudice after the company passed on a continuance to hire counsel. 486 N.W.2d at 754.

And if you lose, you can’t use it to get a do-over

301 Clifton Place is the cautionary tale. The LLCs’ lawyer withdrew three weeks before trial, and their owner, who wasn’t a lawyer, said he’d represent himself and the companies. 783 N.W.2d at 558. They lost. The judgment ran to $213,540.11 in damages plus $179,489.94 in attorney fees, and the court found the owner was the companies’ alter ego and responsible for their liabilities. Id. Then the LLCs hired new counsel and argued they deserved a new trial, because nobody should have let a nonlawyer represent them.

The court of appeals said no. “A corporation cannot claim it is prejudiced by its own violation of the rule and bootstrap itself into a basis for another trial.” Id. at 561. And: “The intent of safeguarding the interests of the judicial system would be stood on its head for the benefit of the misguided ownership of the LLC.” Id. The court added in a footnote that if the other side had objected and the LLCs had still gone ahead without counsel, “default judgment may have been appropriate.” Id. at 561 n.2.

That alter-ego finding is the part owners should notice. How a creditor gets past the LLC to its owner, with or without a full veil-piercing claim, is at /news/minnesota-reaching-the-owner-without-piercing/.

When your LLC gets sued and can’t pay a lawyer

This is where the rule bites hardest. If the company is the defendant and nobody licensed appears for it, the company hasn’t really appeared, and a default is a real risk. 301 Clifton Place said default “may have been appropriate” had there been an objection, citing Nicollet’s dismissal with prejudice. 783 N.W.2d at 561 n.2.

So if the summons names your LLC, the clock that matters is the answer deadline, and showing up yourself isn’t an answer the court will accept on the company’s behalf. I walked through how a default judgment gets entered at /news/minnesota-default-judgment-rule-55/, and what it takes to undo one under Rule 60.02 at /news/minnesota-vacating-default-judgment-60-02/. The short version: it’s a lot easier to answer than to vacate.

What about the workarounds?

Owners try them. They mostly don’t help.

Claiming to be the LLC. You aren’t. Cary said so about a 100 percent shareholder a century ago, and 301 Clifton Place carried the rule to LLCs. A single-member LLC is still its own person, with its own surprises; I covered what happens to one when the only member dies at /news/minnesota-single-member-llc-limits/.

Assigning the claim to yourself so you can sue in your own name. I couldn’t find a published Minnesota appellate decision on whether that works. I searched CourtListener for Minnesota and Eighth Circuit opinions combining assignment, the Nicollet rule, and self-representation, three different ways, and came up empty. What the Minnesota courts have said is that the rule exists to protect the court, not the company, and that’s the lens a judge will bring to an assignment made the week before filing. I wouldn’t bet a real claim on it.

Going to federal court instead. Same rule. The statute lets parties “plead and conduct their own cases personally or by counsel”. 28 U.S.C. § 1654. The U.S. Supreme Court read that against nearly two centuries of practice: “It has been the law for the better part of two centuries, for example, that a corporation may appear in the federal courts only through licensed counsel.” Rowland, 506 U.S. at 201–02. And “the rationale for that rule applies equally to all artificial entities.” Id. at 202.

If you’re on the other side

If you’re sued by an LLC whose owner signed the complaint, or an LLC’s owner shows up to argue for it, raise it at the start. That’s what the tenant’s lawyer did in Nicollet, and the case ended in dismissal with prejudice. It’s what the tenant did in Hinckley Square, and the eviction was reversed. In 301 Clifton Place, nobody objected until after trial, and the court of appeals said in a footnote that a default “may have been appropriate” if there had been an objection, but the winning side hadn’t preserved that request on appeal. 783 N.W.2d at 561 n.2.

Raised early, the objection usually produces one of two things: a company that hires a lawyer, or a company that doesn’t and loses the right to be heard. Either one is better for you than a trial against a nonlawyer that the other side later claims was a nullity.

Your LLC protects you from the company’s debts. The price is that the company gets a lawyer when it goes to court, and so does the other guy’s.

Madgett Law, LLC

Madgett Law, LLC represents businesses and business owners in Minnesota state and federal court, in contract disputes, disputes among the owners of closely held companies, and the commercial lease and property fights that tend to land small companies in court. More on that work is on our business litigation page. If your LLC has been sued, or you’re about to file for it and want to do it once, send us a message.

Sources: Minn. Stat. § 481.02, subd. 1 (unlawful to appear for another except personally as a party), subd. 2 (corporations), subd. 3(12) (residential management agents; no jury trial or appeal), subd. 3(13) (chapter 504B actions; same limits; no separate fee), subd. 3(15) (sole shareholder of a corporation), subd. 3(16) (conciliation court and removed actions under § 491A.02, subd. 4). Minn. Stat. § 491A.02, subd. 4(a) (conciliation court representation; removed actions for a corporation or LLC with five or fewer shareholders or members). 1992 Minn. Laws ch. 497 (adding subd. 3(15); signed April 20, 1992). Minn. Gen. R. Prac. 512(d) (conciliation court representation; renumbered from 512(c) effective July 1, 2026), 601 (housing court rules apply only in Hennepin and Ramsey Counties), 603 (Power of Authority). 28 U.S.C. § 1654 (govinfo, United States Code 2023 edition). Nicollet Restoration, Inc. v. Turnham, 486 N.W.2d 753, 753–56 (Minn. 1992), quoting Cary & Co. v. F.E. Satterlee & Co., 166 Minn. 507, 509, 208 N.W. 408, 409 (1926), and Sharood v. Hatfield, 296 Minn. 416, 425, 210 N.W.2d 275, 280 (1973). Save Our Creeks v. City of Brooklyn Park, 699 N.W.2d 307, 309–11 (Minn. 2005). 301 Clifton Place L.L.C. v. 301 Clifton Place Condo. Ass’n, 783 N.W.2d 551, 558, 561 & n.2 (Minn. Ct. App. 2010). Haugen v. Superior Dev., Inc., 819 N.W.2d 715, 717–19 (Minn. Ct. App. 2012). Hinckley Square Assocs. v. Cervene, 871 N.W.2d 426, 429–31 (Minn. Ct. App. 2015). Kelbro Co. v. Vinny’s On the River, LLC, 893 N.W.2d 390, 395–96 (Minn. Ct. App. 2017). Rowland v. Cal. Men’s Colony, 506 U.S. 194, 201–02 (1993). This article is general information about Minnesota law, not legal advice. Reading it does not create an attorney–client relationship, and no outcome is promised or implied.