How To Start A Nonprofit In Minnesota
To start a nonprofit corporation in Minnesota, begin by filing Nonprofit Corporation Articles of Incorporation with the Minnesota Secretary of State. You can submit your nonprofit’s articles of incorporation in person, online, or by mail. The articles of incorporation cost $70 to file by mail and $90 to file in person or online. Once filed with the state, your articles of incorporation officially create your Minnesota nonprofit corporation, but truly preparing a nonprofit to pursue its mission involves several additional steps.
Starting a Minnesota Nonprofit Guide:
- Choose your MN nonprofit filing option
- File the MN nonprofit articles of incorporation
- Get a Federal EIN from the IRS
- Adopt your MN nonprofit's bylaws
- Apply for federal and/or state tax exemptions
- Apply for any required state licenses
- Open a bank account for your MN nonprofit
- File the MN nonprofit annual report
Minnesota Nonprofit Filing Options
Free PDF Download
Download the Minnesota Nonprofit Articles of Incorporation. Fill out the form and submit to the state.
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MN Nonprofit Corporation Articles of Incorporation
To incorporate a Minnesota nonprofit, you must complete and file the Minnesota Nonprofit Articles of Incorporation with the MN Secretary of State. See the document below and click on any number to see what information is required in the corresponding section.
Your nonprofit’s name needs to clearly differ from other businesses on record with the Minnesota Secretary of State, but it does not need to include the word “corporation,” “incorporated,” “company,” or “limited” (or any of their respective abbreviations). You can do a name availability search at the MN Secretary of State’s website.
Include the name and Minnesota street address of your nonprofit’s registered agent. If you sign up for Northwest’s registered agent service, our name and address goes here.
An incorporator is simply the person who signs and submits your Articles of Incorporation, and he or she does not need to be a member, officer, or director of your nonprofit. You should include the name, Minnesota street address, and signature of at least one incorporator. When you hire Northwest to incorporate your nonprofit, our information goes here.
List an email address the state can use to send you official notices.
List the name and phone number of someone who can be contacted about your nonprofit’s Articles of Incorporation.
Minnesota provides a form for nonprofit Articles of Incorporation, but the form does not include the specific language required by the IRS for nonprofits seeking 501(c)(3) tax-exempt status. If your nonprofit intends to obtain federal tax-exempt status for a public charity or private foundation, you should use Minnesota’s form only as a guide to produce your own extended Articles that include the necessary IRS language (or you can have us include this language automatically when you hire Northwest to incorporate your Minnesota nonprofit).
How Much Does It Cost to Incorporate a Minnesota Nonprofit?
Minnesota charges $70 if you mail in your nonprofit’s Articles of Incorporation. If you’d rather file online or in person, the fee is $90 (which includes an automatic expedite fee).
How Long Does It Take to Start a Minnesota Nonprofit?
The standard processing time for mailed filings in Minnesota is around 1-2 weeks. Submit online, and the processing drops to 2 business days. Deliver your articles in person to the Minnesota Secretary of State’s office, and you can get your documents processed while you wait.
Is a Minnesota Nonprofit Registered Agent Required?
Minnesota requires nonprofits to appoint and maintain a Minnesota registered agent. This is the individual or business authorized to receive official state mail (such as a notification of a lawsuit) on your nonprofit’s behalf. You can appoint yourself, someone you know, or a commercial registered agent service. What matters is that your registered agent needs to be fine listing a name and address publicly on your Articles of Incorporation and actually be at that listed Minnesota address during normal business hours. Staying in the office all day is a tough commitment for someone trying to manage and grow a new nonprofit.
Northwest provides a convenient solution. Sign up for our Minnesota registered agent service, and we will be the ones stuck to our desks all day waiting for lawsuits that might never come. And if or when we do receive official state mail for your nonprofit, we will scan it and send it to you on the day we received it.
Get a Federal EIN from the IRS
Your nonprofit corporation will need an employer identification number (FEIN or EIN) to apply for federal and state tax exemptions. You can apply directly to the IRS online, or you can add our helpful EIN service for an additional fee when you hire Northwest.
Hold Your Organizational Meeting & Adopt Bylaws
Minnesota doesn’t specifically require nonprofit corporations across to adopt bylaws, but it’s common to do so at the nonprofit’s first official meeting. Additionally, you will need bylaws if you intend on applying to the IRS for 501(c) tax-exempt status. The IRS will want a copy of your bylaws as part of your application to become a 501(c)(3) organization, and the Minnesota Attorney General will ask for a copy if and when your nonprofit registers as a charity.
It isn’t easy to write effective bylaws, but Northwest is here to help. When you hire Northwest as your registered agent, we provide an adaptable template for writing Minnesota nonprofit bylaws, as well as numerous other free nonprofit forms, to help you get started.
Obtain Federal and/or State Tax Exemptions
Will My Minnesota Nonprofit Be Tax-Exempt?
Not automatically. First, you need to get the IRS to recognize your nonprofit as an exempt organization by filing an Application for Recognition of Exemption, a lengthy application that details your organization’s purpose, structure, history, and finances. The IRS currently recognizes more than two dozen types of exempt organizations under Section 501(c) of the Internal Revenue Code, but nonprofits seek 501(c)(3) status for public charities and private foundations. If your nonprofit intends to become a 501(c)(3) organization, your Articles of Incorporation need to include specific language required by the IRS that limits your activities exclusively to one or more exempt purposes.
What About MN State Tax Exemptions?
Nonprofits that manage to obtain federal tax-exempt status are automatically exempt from Minnesota’s income tax. However, you will still need to apply for sales and property tax exemptions. Visit our Minnesota Tax Exemption page for more details.
Apply For MN State Licenses
Does a Minnesota Corporation Need a Business License?
There isn’t a statewide business license in Minnesota, but your nonprofit may require county and/or local business licenses depending on its activities. Visit the Minnesota ELicensing portal to learn more.
Do I Have To Register My Nonprofit as a Charity in Minnesota?
If your nonprofit expects to collect more than $25,000 in annual contributions, to pay anyone for their services (staff, contractors, officers, etc.), or to hire a professional fundraiser, you will need to register as a charity with the Minnesota Attorney General’s office. To register you will submit a Charitable Organization Initial Registration form, additional paperwork required by the state (including your nonprofit’s Articles of Incorporation and tax filings), and a $25 registration fee.
Minnesota charities must renew their registrations each year with the Attorney General’s office. To do so, submit a Charitable Organization Annual Report Form and pay a $25 renewal fee. The annual report is due by the 15th day of the 7th month after your nonprofit’s fiscal year ends.
Open a Bank Account For Your MN Nonprofit
To open a bank account for your Minnesota nonprofit, you will need to bring the following items with you to the bank:
- A copy of your Minnesota nonprofit articles of incorporation
- A copy of your nonprofit’s bylaws
- Your Minnesota nonprofit’s EIN
We recommend calling your bank ahead of time before going in and asking what their requirements are. If your nonprofit has several directors and/or officers, you may also want to bring a resolution to open a bank account that states that the person going to the bank is authorized by management open the account in the name of your nonprofit.
File the MN Nonprofit Annual Report
Minnesota requires nonprofits to submit an Annual Renewal form each year to the Secretary of State. The Annual Renewal form basically confirms or updates the state’s information about your nonprofit (corporate name, information about your registered agent, and so on). The report is due on December 31st each year. You may file online, in person, or by mail, and there is no filing fee.
If you would rather not bother keeping up the deadline for your Annual Renewal, add our Minnesota Annual Renewal service for an additional $100 when you hire Northwest. We can make sure your nonprofit’s Annual Renewal form gets submitted correctly and on time.