Minnesota Corporation

Minnesota Corporation Filing

Name Your Minnesota Corporation

Before you incorporate in Minnesota, you will need to select a name for your Minnesota Corporation. There are two things to remember when choosing a name: the name must adhere to state law; and the name must not already be registered to another entity.

All corporations must include a corporate designator in their name: Corporation, Incorporated, Limited, Company, or an abbreviation of one of those terms. If you choose to use the term “Co.” it cannot be preceded by either “And” or “&” (you can’t be Sam and Dave & Co.).

Articles of Incorporation

To incorporate in Minnesota, you file Articles of Incorporation with the Secretary of State. This document officially creates your corporation as a separate entity and gives your corporation the legal authority to transact business in the state.

Articles of Incorporation carry a $135 filing fee if filed by mail. Online and in-person filings are considered expedited, and the fee is increased to $155.

Appoint a Minnesota Registered Agent

When you incorporate in Minnesota, you are required to appoint a Minnesota registered agent. This is done on your Articles on Incorporation.

A Minnesota registered agent is responsible for accepting service of process (notice of a lawsuit against your company), as well as other official business mail.

A Minnesota registered agent is required by law to maintain a physical street address within the state, called a registered office, and to keep that office open during regular business hours in order to be available to accept service of process.

Minnesota Corporation Corporate Bylaws

Corporate Bylaws are a governing document that outlines the ownership and organizational structure of your corporation. It is here where you will decide who owns your company and how it will operate on an administrative level.

What to include on your Bylaws:

• Initial Shareholders
• Contributions of Initial Shareholders
• Rights and Responsibilities of All Shareholders
• Classes and Amounts of Authorized Stock
• Initial Board of Directors
• Initial Corporate Officers (President, Vice Pres, Treasurer, Secretary)
• Duties of Directors and Officers
• How Shares Can Be Bought and Sold
• How Directors and Officers Are Appointed and Withdrawn
• Annual Meeting Time, Location and Procedures

Open Business Bank Accounts

In order to transact business, you Minnesota corporation will need a business bank account. You will process monetary transactions through your business account, rather than a personal bank account. This keeps in tact the liability protection offered by your corporation.

Most banks will need copies of your Articles of Incorporation, corporate Bylaws, and an initial resolution authorizing the opening of your accounts.

Annual Business Renewal

Each year after you incorporate in Minnesota, you will be required to file an Annual Business Renewal with the Secretary of State. The due date for renewal is December 31.

Annual Business Renewals can be filed online or by mail. There is no fee.

Federal Beneficial Ownership Information Report Filing

Starting January 1, 2024, most newly-formed corporations are required to file a Beneficial Ownership Information (BOI) report with the Financial Crimes Enforcement Network (FinCEN) following company formation. There’s no cost to file. On your report, you’ll need to disclose some basic details about your company and those with the most control over your corporation’s profits and operations. Save yourself from the additional paperwork with our $25 BOI report filing service.

Minnesota Incorporation FAQs

What Are Authorized Shares?

Authorized shares are the total number of shares your corporation is creating and can later issue to shareholders. Think of authorized shares as the Whole Pie. When you incorporate in Minnesota, you initially authorize the creation of the Whole Pie, and later, at your First Shareholders Meeting, you will issue shares (Slices of the Pie) to your initial shareholders. You are not required to issue all of the shares. You can issue as many as you like and hold the rest for later.

What is an Incorporator?

When you incorporate in Minnesota, the person who files your Articles of Incorporation is called an Incorporator. This individual, or company, fills out the Articles of Incorporation and submits the document to the Secretary of State.

Is the Information on My Minnesota Articles of Incorporation Public?

Yes. All information on this form is made part of the public record. One of the advantages of hiring a company like Corporate Filing Solutions to form a Minnesota corporation on your behalf is that we will list our own information on the document. If we handle the incorporation for you, your information remains private.

How Do I Register an Assumed Name in Minnesota?

An assumed name is used when your corporation wants to do business under a name that is different from its legal name. To register an assumed name, you must file a Certificate of Assumed Name with the Secretary of State.

The filing fee is $30 by mail. Online and in-person submissions are automatically expedited and cost $50.

After you have filed the Certificate of Assumed Name, Minnesota state law requires you to publish the text of the Certificate in a legal newspaper in the state. The text must run in two consecutive issues (two days in a row for a daily paper; two weeks in a row for a weekly). After publication, the newspaper will provide you with an affadavit of publication.

Do I Have to Appoint Corporate Officers When I Incorporate in Minnesota?

Yes. State law requires that you designate one or more individuals to the offices of Chief Executive Officer and Chief Financial Officer. Other positions, such as Secretary or Treasurer, are optional.

How Do I Change My Minnesota Registered Agent?

If you have appointed a Minnesota registered agent and now wish to designate a different individual or agency, you will need to file a Notice of Change of Registered Office/Registered Agent. This form should be submitted to the Secretary of State, either online, by mail, or in-person.

The filing fee is $35 by mail. In-person and online fees are $55.

In the event that your agent has resigned, you must change your Minnesota registered agent within 30 days after the resignation has been filed with the Secretary of State.

How Do I Ammend My Minnesota Articles of Incorporation?

An amendment is filed in order to make a substantive change to your Articles of Incorporation. This is different than changing an error, such as a misspelling, which is corrected by filing Articles of Correction. To make an amendment, you file an Amendment to Articles of Incorporation with the Secretary of State.

The fee is $35 for mailed copies, and $55 for online or in-person filings.

When submitting an Amendment, you must indicate the effective date. The date can be either the date of the filing, or a future date (no later than 30 days after the filing date).

What Are the Annual Fees for a Minnesota Corporation?

After you incorporate in Minnesota, your corporation will be required to file an Annual Business Renewal each year by December 31. There is no annual fee associated with this filing, unless you are making a change to your registered agent information. If you are changing your registered office or registered agent, you must indicate the change and pay a $35 filing fee.

Minnesota corporations must also pay two annual taxes: a Minnesota corporation franchise tax (for traditional corporations only), and an alternative minium tax (AMT).

Franchise tax is a flat 9.8% on corporate income.

The AMT applies to the combined value of property, payroll and sales. If these three combine to less than $500,000 then there is no fee. Values above this mark pay the following:

• $500,000 to $999,999 = $100
• $1,000,000 to $4,999,999 = $300
• $5,000,000 to $9,999,999 = $1,000
• $10,000,000 to $19,999,999 = $2,000
• Above $20,000,000 = $5,000

Taxes are collected by the Minnesota Department of Revenue. Annual Business Renewal and taxes can be filed online.