Start a Corporation in Minnesota
Our guide to Minnesota corporation formation makes it easy for anyone looking to start a corporation consistent with Minnesota state statutes. Use this guide to complete the process yourself, or hire us to do it for you.
If you hire Northwest, we’ll form your corporation in Minnesota and get your business stood up in minutes with a free domain, website, email, local phone number, and more.
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
You must 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
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.
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 Minnesota 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
Note: All of this information listed on your Articles of Incorporation will go on state record, which means if you file on your own, your personal information could be compromised. Keep it simple and secure, hire Northwest, and our information goes on your formation documents.
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.
Ready to Start a Corporation in Minnesota?
