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Minnesota Corporation Service We’re Just Not Annoying®

How to Start a Corporation in Minnesota

To start a Minnesota corporation, you must file Articles of Incorporation with the Secretary of State’s Business Services and pay a $135 minimum filing fee. While this filing creates your business, it’s really just the first step to launching your Minnesota corporation. The complete steps to incorporating in the Land of 10,000 Lakes are as follows:

  1. File Minnesota Articles of Incorporation
  2. Pay Business Services $135 ($155 online or in person)
  3. Wait to receive your Certificate of Incorporation
  4. Get a federal tax ID (EIN) for the corporation
  5. Create Minnesota corporate bylaws
  6. Take these documents to the bank and get a Minnesota corporate bank account
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Minnesota Articles of Incorporation free download. When you're done filling out the form, submit it to your state.

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How to File Minnesota Articles of Incorporation

To form a Minnesota corporation, you file the Articles of Incorporation in the following steps:
Step 1 Choose a name for your new corporation
Step 2 Decide if you want to hire a registered agent service to minimize public disclosures
Step 3 Decide how many shares to authorize
Step 4 Choose an incorporator to sign and submit your Articles
Step 5 Choose an email address and phone number to list publicly
Step 6 File online or drop off/mail to the Minnesota Secretary of State – Business Services, Retirement Systems of Minnesota Building, 60 Empire Drive, Suite 100, St Paul MN 55103

How Long Does it Take to Start a Minnesota Corporation?

1

Fastest and Simplest 1 Day

On one hand, filing online or in person costs $20 more than filing by mail. On the other hand, processing only takes a day.

1

Almost Fastest (and some might say better) 1 Day

Hire Northwest to file your Articles online for you. We take the frustration out of filing. Just answer a few questions about your business, sit back, and let our Corporate Guides file everything correctly the first time.

4-7

Not Too Shabby 4-7 Days

Filing by mail is the slowest option, but at least you can save $20 in expediting fees.

What is the Cost of a Minnesota Corporation?

Minnesota’s Business Services charges $135 for mailed filings and $155 for online or in-person filings.

Hire Northwest to form your Minnesota corporation and your total, out-the-door cost is $385. This includes state filing fees, a full year of registered agent service and all the forms you need to open a corporate bank account.

How Much Does a Corporation in Minnesota Cost Each Year?

The state itself doesn’t have any annual fees. You are, however, required to file a free Minnesota Annual Renewal.

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What is a Minnesota Annual Renewal?

Your Minnesota Annual Renewal is a report you submit each year to confirm your contact and ownership information. You can update your ownership information on the form, but if you need to change your registered agent or office, you’ll have to submit a Change of Registered Office/Agent form and pay the $35 fee. If you fail to file your renewal by the end of the year, your corporation will be dissolved or revoked on January 1st.

Afraid you’ll forget to file? Northwest will help you remember. When you hire us as your registered agent, we’ll send you reminder notifications to help ensure you stay in compliance. Or, let us take this annoying task off your hands completely. For just $100 plus state fees, you can hire us to file your Annual Renewal for you.

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What are the Taxes for a Minnesota Corporation?

Minnesota has 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.

There’s also a possibility your business may have to pay the Minnesota Department of Revenue’s “minimum fee.” If the combined value of your Minnesota property, payroll and sales is pretty high (approximately $990K+), you’ll pay the fee, which starts at $200. C corps, S corps and partnerships are all subject to this fee.

Minnesota’s sales tax rate is 6.875%. Because of additional city, county and specialty sales taxes, however, the average total sales tax in Minnesota is 7.245%. To get a better idea of actual sales tax rates customers pay at the counter, below are the rates for the 5 largest cities in Minnesota:

Minneapolis: 8.025%
St. Paul: 7.875%
Rochester: 8.125%
Duluth: 8.375%
Bloomington: 8.025%

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Is a Registered Office Required for a Minnesota Corporation?

Yes, your Minnesota corporation is required to list a registered office in your Articles of Incorporation. The office must be a Minnesota street address. You could list your own personal address or office, but note that your Articles are part of the permanent public record—meaning your address would be available to data sellers, solicitors, and general busybodies. Also, someone would need to be regularly available at the address or else you risk missing critical legal notifications.

To maintain your privacy and peace of mind, consider hiring a registered agent service like Northwest. We accept, scan and send you your legal documents in real time at our Minnesota address, so you can stay on top of your business wherever you are. We also have free tools to help you maintain your Minnesota corporation, and we’ll send you free compliance reminders so you don’t forget key business filings. For a long list of all our benefits, check out our Minnesota registered agent page.

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Minnesota Corporation Versus Minnesota LLC:

Overall, costs are pretty similar for both Minnesota corporations and LLCs. State filing fees for both entities are typically the same. For instance, filing Articles is $135 by mail and $155 online or in person for both entity types.

Operations, on the other hand, are a bit different, so corporations and LLCs often appeal to different types of businesses. Corporations often appeal to large businesses. They have a familiar, formal structure that can make it easier to manage many people or departments. The flexibility of stocks can make it easier to attract investors or quickly raise capital. LLCs tend to be more common for small businesses that value simplicity. Considering a Minnesota LLC? Here’s information on starting an LLC in Minnesota.

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Do I Need a Tax ID Number (EIN) for a Minnesota Corporation?

Absolutely. The IRS requires corporations to obtain an EIN. This tax ID is used to identify your business on federal filings. You can apply for an EIN directly from the IRS for no fee. Or, save yourself the headache of one more form and hire Northwest to get your EIN for you. Just add on EIN service during checkout when you sign up for our Minnesota incorporation services.

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Does a Minnesota Corporation Need a Business License?

Minnesota doesn’t have a general, statewide business license. However, your business may be subject to local licensing requirements. Typically, cities in Minnesota do the bulk of licensing (to give you an idea, Minneapolis’s list of city licenses is 26 pages long!), but county licenses are required for some activities. For example, auctioneers in Minnesota are licensed at the county level, so to conduct business in Minneapolis, you’d need to apply for an auctioneer license from Hennepin County.

Does a Minnesota Corporation Need Bylaws?

Absolutely. 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.

Bylaws define how your corporation works internally. They say who’s on the board of directors, how long they get to stay there, how they can be replaced, and what their powers and duties are. Bylaws say how many board members are needed to vote on resolutions. Bylaws also spell out the details of your corporation’s stock, such as stock classes and voting shares of stock. Bylaws list the officers of your corporation and who is authorized to act on behalf of the corporation in different situations. Basically, your bylaws define who has power over what—making your bylaws the single most important internal document of your Minnesota corporation. Because these internal details are so significant, people outside your business will need this information as well. When you go to open a bank account, take on a partner or sit down with an investor, they will almost certainly ask to see your bylaws.

Creating bylaws can be overwhelming—where do you begin? Northwest can help here. When you hire us to form your Minnesota corporation, we give you free corporate bylaws. We know how important it is for your business to start out on the right foot. That’s why we’ve spent years refining these and all our free forms—bylaws, resolutions, record-keeping templates and more. Take a look at the free corporate forms we provide to help corporations form and maintain their businesses.

What is the Minnesota Corporation Statute?

Minnesota Statutes – Chapter 302A Business Corporations

Minnesota Corporation Articles of Incorporation Requirements

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”). Also, 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 Minnesota street address where the state will send legal notifications. So, choosing an address that will remain consistent and where someone will be regularly available is vital. Tip: When you hire Northwest as your registered agent, our address will be your registered office, and we’ll take care of 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. Your incorporator doesn’t have to be a director or anyone in your corporation but must include their name, address and signature. Tip: We’ll be you incorporator when you hire Northwest to form your Minnesota corporation.

Email Address

Minnesota requires you to include an email address in your Articles of Incorporation 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.

Corporate Compliance
by Local Corporate Guides®