How to reinstate a Minnesota Corporation

Revival of Minnesota Corporation with Minnesota Department of State

How to reinstate a Minnesota Corporation:

Minnesota Secretary of State (SOS) allows both domestic and foreign corporations to reinstate following dissolution or revocation. SOS accepts reinstatement documents by mail, in person, or online. You can pay your Minnesota SOS filing fees with cash or check for paper filings and check or credit card for electronic filings. Makes checks for fees payable to “MN Secretary of State”.

The forms you need to reinstate your Minnesota corporation are available in your online account when you sign up for registered agent service with Northwest.

To reinstate a domestic Minnesota corporation: 
It is really easy to reinstate a Minnesota corporation. All you have to do is file one annual renewal and a $25 reinstatement fee.

To reinstate a foreign corporation in Minnesota:
In order to reinstate, the foreign corporation must:
Complete the Foreign Corporation Reinstatement to Transact Business in Minnesota form;
Submit past due annual registrations for most recent four years;
Submit the annual registration for the year of reinstatement; and
Submit all applicable fees.

If the corporation was not transacting business in Minnesota for any of the reporting periods missed, an affidavit to that effect must be submitted with the application for reinstatement. There is no fee due for years that the foreign corporation was not transacting business in Minnesota.

Submit corporate reinstatement documents fees to:
Minnesota Secretary of State - Business Services
Retirement Systems of Minnesota Building
60 Empire Drive, Suite 100
Saint Paul,  MN 55103
(651) 296-2803

How much will it cost to revive a Minnesota Corporation?

Domestic reinstatement fee: $25
Foreign reinstatement fee: $300 plus any delinquent annual renewal fees ($115 each)

How long does it take the state to process the filing?

Reinstatement documents take the SOS 5-7 business days to process. The SOS mails the documents back to the corporation and you should receive the documents within seven to ten business days of filing.
Online filings are processed within on business day.
Walked in documents are processed while you wait.

How long does your Minnesota Corporation have to be inactive with the state before you wouldn’t have any fees, and would just have to start over with a new Minnesota Corporation?

There is no limit on the reinstatement period for corporations in Minnesota. This means that the corporation can be reinstated at any time after termination, even if you have missed several annual renewals

Can I change information at the time of reinstatement?

Domestic corporations:
The only form you file to reinstate your domestic Minnesota corporation is the annual renewal form. If you want to make changes, you would have to file an amendment as well.

Foreign Corporations:
Foreign corporations wishing to reinstate in Minnesota must file the reinstatement form. Foreign corporations may change the registered agent when filing the reinstatement form, but must file an amendment to make a name change.

How many annual renewals can you miss before you can’t reinstate your Minnesota Corporation?

Since there is no limit on the reinstatement period in Minnesota, you can reinstate your Minnesota corporation at any time by filing the appropriate documents and fees.