Minnesota Incorporation

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How to Incorporate in Minnesota

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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.

How to Incorporate in Minnesota

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 search
Name Reservation:
Optional
Suffix:
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

Identify the corporation’s Minnesota registered agent. This individual or company receives notice of lawsuit and other legal service for the corporation.

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.
5 Establish Bylaws & Corporate Records

Your corporation must keep correct and complete books and records. Your filed articles of incorporation are the first document for your corporate records. Your corporation will generate many other official records such as bylaws, meeting minutes, and your EIN. Per §302A.461 Minnesota Statutes, these records include:

  1. a share register not more than one year old, containing the names and addresses of the shareholders and the number and classes of shares held by each shareholder
  2. a record of the dates on which certificated or uncertificated shares were issued
  3. records of all proceedings of shareholders for the last three years;
  4. records of all proceedings of the board for the last three years;
  5. its articles and all amendments currently in effect;
  6. its bylaws and all amendments currently in effect;
  7. financial statements required by section 302A.463 and the financial statement for the most recent interim period prepared in the course of the operation of the corporation for distribution to the shareholders or to a governmental agency as a matter of public record;
  8. reports made to shareholders generally within the last three years;
  9. a statement of the names and usual business addresses of its directors and principal officers; voting trust agreements described in section 302A.453;
  10. shareholder control agreements described in section 302A.457;
  11. a copy of agreements, contracts, or other arrangements or portions of them incorporated by reference under section 302A.111, subdivision 7.

Office supplies intended for a corporation will help you stay organized and save time. Optionally, get a corporate record book, seal, and document templates.

Draft bylaws (potentially using a template) which is the governing document for the corporation. In Minnesota, a corporation may, but need not, have bylaws. Bylaws may contain any provision relating to the management of the business or the regulation of the affairs of the corporation not inconsistent with section 302A.201 or any other provision of law or the articles (§302A.181 Minnesota Statutes). You will review and ratify the bylaws at your first board of directors meeting.

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.

Guidance:
Minnesota Tax ID Requirements
Submit to:
Minnesota Department of Revenue
http://www.revenue.state.mn.us/
Form:
Form ABR: Minnesota Revenue Application for Business Registration
Instructions:
Minnesota Application for Business Registration - Instruction Booklet
Filing Method:
Mail, fax, phone, or online
Fee:
$0
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.

13 Ongoing Filings to Maintain Your Corporation

You must file federal and state tax returns. You must also file:

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