How to Incorporate in Minnesota

Minnesota Secretary of State—Business, Non-Profit & UCC
60 Empire Drive—Suite 100
Saint Paul, MN 55103-1891

651.296.2803 telephone
651.297.7067 facsimile

Statutory Authority: Minnesota Business Corporation Act — Minn. Stat. § 302A (2012)

Minnesota Incorporation General Filing Instructions

1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Incorporation.”
3. Prepare a Letter of Transmittal.
4. Submit the completed documents, a photocopy of each, and filing fees to the Minnesota Secretary of State.

Minnesota Articles of Incorporation

The following information is legally necessary and sufficient to form a for-profit corporation in Minnesota:

1. Company name
2. Registered agent name and address
3. Number of authorized shares
4. Name, address, and signature of each incorporator
5. Date
6. Email address for official notices
7. Contact name and daytime telephone

Minnesota Incorporation Fee Schedule

Name Reservation: $35.00 by mail, $55.00 online
Articles of Incorporation: $135 by mail, $155.00 online or in person
Certificate of Authority to Transact Business: $200.00 by mail, $220.00 online or in person
Expedited Service: In person $155.00
Certified Copy: $8.00
Annual Business Renewal: No fee
Articles of Dissolution: $35.00 by mail, $55.00 online or in person

Company Name

Your company name must end with a corporate designator. In Minnesota the specific corporate designators are: “Incorporated” “Corporation” “Company” “Limited” “Inc.” “Corp.” “Co.” “Ltd.”

Conduct an entity name search on the Minnesota Secretary of State website to confirm the availability of your company name.

If the name you want is available you can reserve it for 12 months by filing a “Name Reservation” and paying a name reservation fee of $35.00. NOTE: Reserving your company name is optional.

Registered agent

The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.

Minnesota requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Minnesota resident or active Minnesota business entity that has a Minnesota street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mail boxes are not acceptable.

NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Minnesota resident and have a Minnesota street address.

Optional provisions

The state provided forms ask for and specify what is legally sufficient and necessary to form a Minnesota corporation. Nevertheless, Minnesota permits you to add other provisions to your Articles of Incorporation as an attachment.

The most common optional provisions are the following:

☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election

Post formation and ongoing compliance

1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. File Annual Business Renewal.

Registering as a Foreign Entity

1. Complete the “Certificate of Authority to Transact Business in Minnesota.”
2. Submit the completed document, along with the filing fees, to the Minnesota Secretary of State.

Dissolving a Minnesota Corporation

1. If you have not yet commenced business or issued shares, complete the “Articles of Dissolution When Shares have Not Been Issued.”
2. If you have already commenced business and issued shares, you must first file a “Notice of Intent to Dissolve.” When this has been done, you will then complete the “Articles of Dissolution When Shares Have Been Issued.”
3. Submit the appropriate documents, along with the filing fees, to the Minnesota Secretary of State.

How to Incorporate in Minnesota
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