Start a Corporation in Minnesota
We created this guide to make it easy for anyone to start a corporation consistent with Minnesota state statutes. Use this guide to complete the process yourself, or hire us to walk you through it and file for you. We make it easy and fool proof and charge only $39 + state fees. Plus you’ll get access to loads of other business tools, compliance notifications, and our expert Corporate Guides. We wish you luck on your new venture!
How to Start a Corporation in Minnesota
A Minnesota corporation is a business with a legal existence separate from its owners. If properly maintained, a corporation can conduct business in its own name and has many of the rights and obligations of a natural person, including the ability to enter into contracts, sue and be sued, hold assets, and pay taxes in its own name.
To start a corporation in Minnesota, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file Articles of Incorporation with the Secretary of State’s Business Services office. You can file this document online, by mail or in person. The articles cost a minimum of $135 to file. Once filed with the state, this document formally creates your Minnesota corporation.
1. Name Your Corporation
If you’re starting a new business, you probably already know what you want to name your corporation. But you’ll need to know if your preferred name is available. To find out, visit the SOS’ Minnesota Business Name Search and browse until you find the perfect name for your corporation.
You must also ensure your business name complies with state laws. Minnesota Statute §302A.115 lays out the requirements. Specifically, your name must:
- Be unique among approved business names in Minnesota.
- Contain the word “Corporation,” “Incorporated,” “Limited,” “Company,” or an acceptable abbreviation like “Inc.”
- Not contain language indicating or implying your corporation was formed for an illegal business purpose.
Yes. If you want to call dibs on a business name but aren’t ready to actually form your corporation, you can file a Name Reservation form with the Minnesota Secretary of State and pay the $35 fee ($55 online) to reserve your business name for up to a year.
The company name written on your Articles of Incorporation will be your corporation’s legal name. Any other name you want to use for your business is an assumed business name (also called a fictitious business name or DBA). In Minnesota, you must file a Certificate of Assumed Name and pay the $30 filing fee ($50 online) to use an assumed business name.
Considering using an assumed business name? Learn How to Get a Minnesota DBA.
2. Designate a Registered Office
According to MN Statute § 302A.121, every Minnesota corporation must have a registered office. Your registered office must be a physical address (not a P.O. box) where your business can receive legal mail and correspondence from the Secretary of State. If you appoint a Minnesota registered agent, make sure they will list their address as your registered office so you can keep your personal address off the public record.
Learn why the pros use a registered agent service.
No. Unlike most other states, Minnesota does not require corporations to appoint a registered agent. However, hiring a registered agent that will put their address on public forms instead of yours is the best way to protect your privacy, and it ensures that you won’t miss any important legal mail.
A registered agent is a person or company authorized to accept legal mail (including lawsuits) on behalf of your business. If you do not have a registered agent for your business, you will be responsible for receiving legal notices at your registered office.
Yes. If you serve as your own registered agent, you will need to list your own address on public documents and be available during normal business hours to accept service of process in person.
For these reasons, many business owners hire a registered agent service for maximum privacy protection and peace of mind that they won’t miss an important legal notice.
Yes, you can change your registered agent in Minnesota any time by filing a Change of Registered Agent form with the state and paying the $35 fee ($55 online).
3. Submit Articles of Incorporation
Learn more about each Articles of Incorporation requirement below. Note that the information you provide becomes part of the public record—permanently.
Better yet, skip the form entirely and hire us to incorporate your Minnesota business. We provide a free business address to list whenever possible throughout the filing to better keep your personal address private.
- Business Name: Your name must include “Incorporated,” “Corporation,” “Limited,” “Company” or an abbreviation for one of these words. Note that you can’t use “and Company” or “& Company” (So no “Dave’s Bait Shop & Co”). Professional corporations have their own naming requirements and must include “Professional Corporation,” “Professional Service Corporation,” “Service Corporation,” “Professional Association,” “Chartered,” “Limited” or an abbreviation.
- Registered Office and Agent: Your registered office is the street address where your Minnesota registered agent will be regularly available to receive legal notifications from the state. Tip: When you hire Northwest as your registered agent, our address will be your registered office, and we’ll handle all your registered agent needs.
- Authorized Shares: List the number of shares you wish to create. You must list at least one. Tip: You can distribute some or all of these shares at your organizational meeting.
- Minnesota Incorporator: Your incorporator is the person you authorize to submit your Articles of Incorporation. They don’t have to be anyone in your corporation but must list their name, address and signature. Tip: Northwest will be your incorporator when you hire us to form your Minnesota corporation.
- Email Address: Minnesota requires your Articles of Incorporation to include an email address for official notices. While you can tick a box that mostly excludes your email from requests for bulk data, if you have privacy concerns, you may not want to use a personal email. Tip: At Northwest, we allow our clients to use our email address here.
- Name and Phone Number: Again, this information will become part of the public record. Tip: Avoid ending up on loads of telemarketer lists—when you hire Northwest, you can list our phone number here.
Articles of Incorporation are part of the public record. So if you put your own contact information on this form, you’re likely to be flooded with spam mail.
If you want to keep your personal information off of public documents, the best way to do this is by hiring a registered agent service that will put their name and address on forms wherever possible.
You can file the Articles of Incorporation online, by mail, or in person.
By mail or in person:
Minnesota Secretary of State – Business Services
Retirement Systems of Minnesota Building
60 Empire Drive, Suite 100
St Paul, MN 55103
Online:
Start Your Minnesota Corporation Today!
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4. Get an EIN
Your federal employer identification number (commonly known as an EIN or FEIN) is similar to a social security number for your business. The IRS assigns these numbers and uses them to easily identify individual corporations on tax filings, including federal corporate income tax returns.
The IRS requires corporations to get an EIN for their federal tax filings, and the Minnesota Department of Revenue requires an EIN for their business registration. You may also be asked for your EIN when opening a bank account, securing a loan, or applying for local business permits and licenses.
You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. However, if you don’t have a social security number, you’ll need to submit a paper application form. Can’t bear to fill out yet another application? Hire Northwest to get your EIN for you. Just add on EIN service during checkout when you sign up for our incorporation service.
5. Write Corporate Bylaws
Bylaws are the internal rules you set for your business. They put into writing how decisions will be made and who gets to make those decisions. All the major organizational processes and procedures for your corporation will go in your bylaws.
For more on Minnesota Corporate Bylaws (including free Corporate Bylaws templates), see our Minnesota Corporate Bylaws resource.
While Minnesota Statute §302A.181 notes that bylaws aren’t required by law, it would be unusual not to have bylaws, particularly as they serve such important functions. The people you work with—both within and outside of your Minnesota corporation—will look to your bylaws for answers to key questions about how your business operates.
You don’t have to submit bylaws to the state though. Corporate bylaws are internal documents you keep with your other corporate records, such as meeting minutes and resolutions.
Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, answering key questions like those below:
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Meetings: When and where will meetings for shareholders and directors be held? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions can be taken without a meeting?
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Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
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Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?
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Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?
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Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?
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Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?
Minnesota bylaws can make other provisions as well, assuming additions are in accordance with state law. For example, MN Stat § 302A.211 (2019) states that the ability of a corporation’s board to fix directors’ compensation can be limited by the company’s bylaws.
Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your Minnesota corporation. We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.
6. Hold an Organizational Meeting
An organizational meeting is the first official meeting of the corporation after the business is legally formed with the state. At this meeting, bylaws are adopted, officers are appointed, and any other initial business is conducted. The first meeting minutes should also be recorded and added to your corporate record book.
You’re required to give a minimum of three days notice before holding the meeting. Attendees can, however, waive their required notice in writing. The meeting doesn’t have to be held in Minnesota.
7. Open a Corporate Bank Account
Businesses that mix personal and business finances together risk losing their liability protections, so your corporation will need its own bank account. In addition, a corporate bank account is essential for easily accepting payments, paying bills and holding funds.
To open a corporate bank account in Minnesota, you’ll need to bring the following with you to the bank:
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A copy of the Minnesota corporation’s Articles of Incorporation
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The corporation’s bylaws
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The corporation’s EIN
If your bylaws don’t specifically assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account. The resolution would state that the person going to the bank is authorized by the business to open the account in the name of the corporation. At Northwest, we provide free corporate bank resolutions, along with many other free corporate forms, to help you get started fast.
8. File Minnesota Reports and Taxes
In Minnesota, corporations file an Annual Renewal report each year. Tax-wise, the state has a corporate franchise tax, and may also be subject to a minimum fee based on the corporation’s total value.
The Minnesota Annual Renewal is a report you must submit each year. You must confirm or update your corporation’s address; your chief executive officer’s name, principal address and business address; an email to use for official notices; and the name and daytime phone number of a person who can be contacted about your corporation’s annual renewal form. You must also confirm your company’s name, registered agent and office (but you can’t actually update that information on the annual renewal—that requires a $35 fee and an amendment form).
$0. Here’s a nice benefit to doing business in Minnesota—there is no fee to file your Annual Renewal.
The filing is due by December 31st of every year, starting the next calendar year after you first filed Articles of Incorporation with the Secretary of State. If you miss that deadline, your corporation will be statutorily dissolved—no longer recognized as existing in Minnesota.
These filings can be easy to forget—which is why we send our clients automatic reminders for your Minnesota Annual Renewal filings. Or better yet, let us file for you. With our business renewal service, we can complete and submit your annual renewal for you for $100.
Minnesota corporations have to file a corporate franchise tax. Under this tax, corporations pay the greater of either 9.8% of net income or an Alternative Minimum Tax (a tax similar to the federal AMT). Minnesota’s AMT rate is 5.8% but covers a larger tax base than the income tax.
Your business may also need to pay the Minnesota Department of Revenue’s “minimum fee.” If the combined value of your Minnesota property, payroll and sales is $1,050,000 or more, you’ll pay the fee, which starts at $220. C corps, S corps and partnerships are all subject to this fee.
The Minnesota sales tax is 6.875%. City, county and specialty sales taxes can be tacked on as well, making the average total sales tax 7.271%.
Yes, businesses required to file a corporation franchise tax return in Minnesota are required to register with the Minnesota Department of Revenue to get a Minnesota Tax ID. You can register via MN e-Services, or by calling 651-282-5225 (or 1-800-657-3605 toll-free). You’ll need your EIN before you can register.
Ready to Start a Corporation in Minnesota?
