How to Incorporate in Minnesota

If you’re looking to incorporate in Minnesota, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.

Paperwork Cost Time
  • Minnesota Business Corporation Articles of Incorporation
  • Bylaws
  • IRS Form SS-4: Obtain an EIN
  • Form 2553: S-Corp Election, if desired
  • Form ABR: Minnesota Revenue Application for Business Registration, if required
  • Incorporation: $135 by mail. $155 online or expedited in-person.
  • Incorporation: ~5-7 business days by mail. ~24hrs online.
  1. Choose a Corporate Structure

    Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in Minnesota".

    Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in Minnesota".

    C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).

  2. Check Name Availability

    The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.

    Name Search: Minnesota Secretary of State
    Name Reservation: Optional
    Suffix Requirements:

    Use "corporation," "incorporated," or "limited," or shall contain an abbreviation of one or more of these words, or the word "company" or the abbreviation "Co." if that word or abbreviation is not immediately preceded by the word "and" or the character "&". 
    § 302A.115 Minnesota Statutes

  3. Appoint a Registered Agent

    Before you officially file to create your Minnesota LLC, you will need to decide who your Minnesota registered agent will be. A registered agent is a business's legal appointee to receive notice of lawsuit and other legal or government notices.

    State law requires every LLC to have a registered agent. The registered agent is designated when you file Minnesota articles of organization with the Minnesota Secretary of State.

    Our reliable registered agent service fulfills this requirement. You get:

    • Same-day documents from our local office in Owatonna
    • Immediate online access to state forms with our address and, where required, our signature
    • Annual fees from $89 to $99 per state with no additional charges

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  4. File Minnesota Articles of Incorporation

    File the articles of incorporation to create your corporation.

    Agency:Minnesota Secretary of State
    Form:

    Articles of Incorporation - Original Filing

    Filing Method:

    Mail, in-person, or online

    Agency Fee:

    $135 by mail. $155 online or expedited in-person.

    Turnaround:

    ~5-7 business days by mail. ~24hrs online.

    Law:

    Minnesota Statutes Chapter 302A

    Notes:
    • Keep the original signed copy in your records. Submit a copy to the state.
    • The Minnesota Secretary of State will endorse on the original the word "Filed" and the month, day, year, and time of filing, record the document in the office of the secretary of state, and return the document to the person who delivered it for filing.
    Fact Checked:6/16/17
  5. Establish Bylaws & Corporate Records

    Your corporation must keep correct and complete books and records.

    Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or with the articles of incorporation (C.R.S. 7-102-106). You will review and ratify the bylaws at your first board of directors meeting.

    A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation, and a record of all waivers of notices of meetings of shareholders and of the board of directors or any committee of the board of directors (C.R.S. 7-116-101).

    Your filed articles of incorporation and bylaws are the first documents for your corporate records. Your corporation will generate many other official records such as:

    • Meeting minutes
    • Shareholder resolutions
    • EIN verification letter
    • Amendments and other filings made to the corporation over its lifetime

    Organizations need a secure, centralized tool for managing and accessing sensitive records. Our Records Manager software offers a simple, efficient way for corporations to store records, track officers, directors, and shareholders, and customize meeting notifications.

  6. Appoint Initial Directors

    The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.

  7. Hold Organizational Meeting

    Hold the organizational meeting of the incorporators or initial directors in compliance with §302A.171 Minnesota Statutes. If a meeting is held, the person or persons calling the meeting shall give at least three days' notice of the meeting to each incorporator or director named, stating the date, time, and place of the meeting. Keep minutes of this meeting.

    The following state laws apply unless overridden by the organizational documents, where permissible.

    Directors Officers
    • Number: One or more required.
    • Qualifications: Natural persons.
    • Quorum: Majority of directors, unless bylaws or articles of incorporation provide otherwise.
    • Chief executive and chief financial officers required. May be the same person.
  8. Issue Stock Certificates

    The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.

    The following state laws apply unless overridden by the organizational documents, where permissible.

    Shareholders Annual Shareholder Meeting
    • Qualifications: N/A
    • Stock Certificate: Not required.
    • Voting Trusts Allowed: Yes.
    • Required: No.
    • Action by written consent: Allowed if by all shareholders entitled to vote on the action.
  9. Get a Federal Employer Identification Number (EIN)

    Your corporation must obtain an EIN regardless of whether it will hire employees.

    Submit to: Internal Revenue Service
    http://www.irs.gov/
    Form: IRS Form SS-4
    Guidance: IRS Pub 1635: Understanding Your EIN
    Filing Method: Mail, phone, fax, or apply online with the IRS
    Fee: $0
    Turnaround: Immediately online
    Notes: The IRS website is only available during certain hours. Print your EIN before closing your session.
  10. Get Minnesota State Tax Identification Numbers/Accounts

    Not all corporations will need to obtain a Minnesota Tax ID and register. Minnesota offers a consolidated state tax registration application.


    Agency:Minnesota Department of Revenue
    Form:Form ABR: Minnesota Revenue Application for Business Registration
    Instructions:Minnesota Application for Business Registration - Instruction Booklet
    Filing Method:Mail, fax, phone, or online
    Agency Fee:$0
    Notes:Minnesota Tax ID Requirements
    Fact Checked:5/12/20
  11. Consider Electing S-Corp Taxation

    By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:

    • C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
    • S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.
  12. Obtain Business Licenses & Permits

    To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.


    Minnesota Business License

    Not required



    General Business License licensure is not required on the State level in Minnesota.

    Minnesota does not have a general business license at the state level, but local licenses are often required.

  13. Ongoing Filings to Maintain Your Corporation

    You must file federal and state tax returns.

    Many states also require business entities to file an annual report to maintain good standing with the secretary of state. If an annual report is required for corporations formed in Minnesota, view the table below.


    Domestic Minnesota Corporation Annual Report Requirements:

    Agency:Minnesota Secretary of State
    Form:

    Annual Renewal

    Filing Method:

    Mail or online.

    Agency Fee:

    $0

    Due:

    Annually by December 31.

    Law:

    MN Stat. § 302A.821.

    Penalties:

    Dissolution or revocation on January 1. There is a fee for reinstatement.

    Notes:
    • Anyone with authority may file.
    • Original signatures are not required.
    • You cannot change your registered agent or principle address on the annual report. You will have to attach an ammendment to your annual report with a $50 fee.
    Fact Checked:1/11/21

    For more details, see our Minnesota annual report information center page.

    You will need to demonstrate your company’s good standing to banks, customers, and other state agencies. After all the work involved in forming your Minnesota corporation, don’t let a missed annual report filing cause your new business to fall out of compliance.

    Tracking and filing annual reports on your own can be time consuming and lead to accidental lapses. Protect your corporation’s good standing with Managed Annual Report Service, which tracks and automatically files reports on time, every time, so you can focus on your business.

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