Minnesota 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.

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.

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.

$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.

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.

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.

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.

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.

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.

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.