Everything You Need to Know About Minnesota Corporations:
Minnesota Corporation Filing Options
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How to Incorporate in Minnesota
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.
Per MN Stat § 302A.121 (2020), every Minnesota corporation must have a registered office and may appoint a registered agent as well. You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your articles wherever possible to ensure maximum privacy.
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.
Once you know who your registered agent will be and what your corporation name is, you’re ready to file your Minnesota Articles of Incorporation. Follow along with our filing instructions below:
Filing the Minnesota 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.
1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
Why Have a Registered Agent Form Your Minnesota Corporation?
Professionals in Minnesota hire registered agent services like Northwest Registered Agent for incorporation—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. Our office is in Owatonna, MN. We’re on a first name basis with the people who work in the Business Services office.
As your registered agent, we list our Owatonna registered office address on your corporation’s formation documents. Why? If you’re starting a business from your apartment in Duluth, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding & Business Address
At Northwest, we do everything a registered agent should do and more. You can list our address as your business address on your state filings. We include limited digital mail forwarding with registered agent service (up to 5 pieces of regular mail per year; $15 a doc after that).
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your corporation in Minnesota. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My Minnesota Corporation Is Formed?
After your Minnesota Articles of Incorporation are approved, you still have a few more important steps to take, including getting an EIN, drafting bylaws, holding your first meeting, opening a bank account, and learning about state reporting and tax requirements.
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.
Why does my Minnesota corporation need an EIN?
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.
How do I get an EIN for my corporation?
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.
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.
Do I need bylaws for my Minnesota corporation?
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.
What should bylaws include?
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:
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?
Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
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?
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?
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?
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.
How do I write 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.
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.
Are there any special rules for Minnesota organizational meetings?
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.
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.
How do I open a bank account for my Minnesota corporation?
To open a corporate bank account in Minnesota, you’ll need to bring the following with you to the bank:
A copy of the Minnesota corporation’s Articles of Incorporation
The corporation’s bylaws
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.
File Minnesota Reports & 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.
What is the Minnesota Annual Renewal?
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).
How much is the Minnesota Annual Renewal?
$0. Here’s a nice benefit to doing business in Minnesota—there is no fee to file your Annual Renewal.
When is the Minnesota Annual Renewal due?
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.
What should I know about Minnesota corporate taxes?
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%.
Do corporations have to register with the Minnesota Department Of Revenue?
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.
Minnesota Corporation FAQs
How can I submit the Minnesota Articles of Incorporation?
You can file Minnesota articles online, in person or by mail. Hand-delivered or mailed filings must be submitted in to the following address:
Minnesota Secretary of State – Business Services
Retirement Systems of Minnesota Building
60 Empire Drive, Suite 100
St Paul, MN 55103
How much does it cost to start a Minnesota corporation?
At least $135, the flat fee for filing by mail. Online and in-person filing is considered expedited, and costs an additional $20.
Hire us for a one-time fee of $380, including the state filing fees, a year of registered agent service, and more.
How long does it take to start a Minnesota corporation?
Filing online or in person costs $20 more, but your Articles of Incorporation will be processed in under 48 hours. If you’d rather save $20, you can mail your filing, and processing will take around 4-7 days.
Does a Minnesota corporation need a business license?
There’s no general, statewide business license required in Minnesota, but some cities and counties have local requirements. For example, Minneapolis charges $135 for a new general business license (and additional fees may apply depending on the nature of the business), while St. Paul only requires licenses for specific types of businesses.
For some license applications you may need an EIN or a certified copy of your Articles of Incorporation. At Northwest, we can streamline the process and get these for you—simply add on these items during checkout.
What is a foreign Minnesota corporation?
A corporation formed outside of Minnesota—but which conducts business in the state—is considered a foreign Minnesota corporation. For example, if you incorporated in South Dakota but decide to open a storefront in Minnesota, you would be a foreign Minnesota corporation. This also means you would need to register with the state by filing an Foreign Corporation Registration Certificate of Authority to Transact Business in Minnesota with the Minnesota Secretary of State. Foreign corporations are required to file the Minnesota Annual Renewal each year as well.
Can Northwest help me form a nonprofit corporation?
Absolutely! We’re happy to start a nonprofit corporation for you. Note that incorporating a Minnesota nonprofit requires a different form. The filing fee is lower as well ($70 by mail, $90 for online or in person filing). Minnesota nonprofits are not automatically exempt from state corporation taxes, and must also file a free annual report each year.
How can I get a Minnesota phone number for my corporation?
It’s a conundrum: you need a local number to display on your website and give to customers, but you don’t want to make your personal number quite so…public. We get it. And we’ve got you covered with Northwest Phone Service. We can provide you with a virtual phone number in any state—plus unlimited call forwarding and tons of easy-to-use features. You can try Phone Service free for 60 days when you hire us to form your corporation, and maintaining service is just $9 monthly after that. No contract required.
How to Order Minnesota Incorporation Service
Our Minnesota incorporation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
We’ll form your Minnesota corporation for $380 total and include one year of registered agent service, a secure online account filled with business maintenance tools and all the state forms you’ll need, and the lifetime support of our expert Corporate Guides. Just choose Hire Us below, answer a few easy questions about your business, and submit your payment.
Next, we’ll prepare and submit your Minnesota Articles of Incorporation to the Secretary of State’s Business Services office. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the Minnesota Business Services office has approved your filing, we notify you that your Minnesota corporation has been legally formed. You can now move on to next steps, like holding your organizational meeting and opening a bank account.