Minnesota Nonprofit Compliance

Required annual filings

This guide covers the required filings to maintain a nonprofit corporation in Minnesota. If you are looking to form nonprofit in Minnesota, please visit our Start Your Minnesota Nonprofit guide. The steps below apply to nonprofits that are both incorporated and foreign qualified in Minnesota. Please note that this is a general list and may not be exhaustive or applicable to all nonprofits.

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1 File IRS Form 990
Agency:Internal Revenue Service (IRS)
Form:

IRS Form 990-N, 990-EZ, 990-PF or 990

Instructions:

See Form 990 Thresholds to determine which form to file.  Then see Current Form 990 Series for instructions.

Due:

By the 15th day of the 5th month following the end of the taxable year.  For most organizations, the tax year ends December 31 so the Form 990 is due May 15.

Fact Checked:8/28/19
2 File Minnesota Corporate Tax Returns
Agency:Minnesota Department of Revenue
Form:

Form M4NP (Minnesota Franchise Tax)

Due:

4.5 months after fiscal year end. So if your fiscal year ends December 31, the report is due April 15.

Notes:

Only required if the organization has income that is unrelated to its exempt purposes.

Fact Checked:9/4/15
3 File Minnesota Corporate Tax Exemption Renewals

Not required



There is no renewal requirement for Minnesota corporate income tax exemption.

More information: Minnesota Department of Revenue
4 File Minnesota Sales Tax Exemption Renewals

Not required



Minnesota does not have a renewal requirement for sales tax exemption, but organization information most be kept up to date.

More information: Minnesota Department of Revenue
5 File Minnesota Annual Renewal

If the nonprofit was formed in Minnesota (Domestic):

Agency:Minnesota Secretary of State
Form:

Annual Renewal

Filing Method:

Mail, in-person, or online.

Agency Fee:

$0 

Due:

Annually by December 31. 

Law:

Minnesota Statutes 317A.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:9/10/18

If the nonprofit was formed outside of Minnesota (Foreign):

Not required



More information: Minnesota Secretary of State
6 Renew the Charitable Solicitation Registration

Minnesota Charitable Organization Registration

Agency:Minnesota Attorney General - Charities
Law:

Minnesota Statutes Annotated §309.50; 309.515; 309.52; 309.53. A Guide to Minnesota's Charities Laws

Foreign Qualification is Prerequisite:No
Registered Agent (Special Agency) Required?No
Fact Checked:4/10/20

One-Time Exemption Registration

Exemption Eligible Organizations:
  • Organizations that did not receive and do not plan to receive total contributions in excess of $25,000
    from the public in or out of the State of Minnesota during any accounting year and the organization’s
    functions and activities are performed wholly by volunteers and the organization does not employ a
    professional fundraiser (the direct cost of prizes given to the public in connection with charitable
    gambling may be excluded in determining the total amount of contributions)
  • Religious societies or organizations that are exempt from filing a federal annual informational return pursuant to Internal Revenue Code, section 6033(a)(3)(A)(i) and (iii) and Internal Revenue Code, section 6033(a)(3)(C)(i)
  • Educational institutions which are under the general supervision of the commissioner of education, the Board of Trustees of the Minnesota State Colleges and Universities, or the University of Minnesota or any educational institution that is accredited by the University of Minnesota or the North Central Association of Colleges and Secondary Schools, or by any other national or regional accrediting association
  • Fraternal, patriotic, social, educational, alumni, professional, trade, or learned society organizations which limit the solicitation of contributions to persons who have the right to vote as a member (the term “member” does not include those persons who are granted membership upon making a contribution as the result of a solicitation)
  • Organizations soliciting solely for a named person and all of the contributions received are transferred to the named person with no restrictions on the person’s expenditure of the contributions and with no deductions whatsoever
  • Private foundations, as defined in section 509(a) of the Internal Revenue Code of 1954, which did not solicit contributions from more than 100 persons during their last accounting year
Form:

Charitable Organization - Exemption Form

Filing Method:

Mail or email to charity.registration@ag.state.mn.us.

Agency Fee:

$0

Law:

Minn. Stat. § 309.515

Notes:

Exemptions do not expire as long as the organization continues to qualify under the exemption criteria.

Fact Checked:1/16/20

Initial Registration

Form:

(URS with supplement) or Charitable Organization Initial Registration & Annual Report Form

Instructions:

File initial registration or exemption.  See Initial Registration Instructions and Information for Charitable Organizations and Trusts.

Filing Method:

File by mail or email to charity.registration@ag.state.mn.us.

Agency Fee:

$25

Turnaround:

2-3 weeks

Notes:
  • Before signing, the board must adopt a resolution approving and certifying the contents of the application. Two officers must sign the application. Signatures need not be notarized.
  • Some Minnesota counties and municipalities may require charities that solicit in-person to register prior to fundraising.
Before you Apply:

All Applicants:

  • Check the available exemptions to see if your charity is eligible for exemption from the full registration requirement.
  • Look through the list of required attachments and make sure that you have each required document in hand before starting the registration application.
How to Apply:

Domestic Applicants:

  1. File entity formation documents with the Minnesota Secretary of State.
  2. Submit a Charitable Organization Initial Registration form and all required attachments to the Minnesota Attorney General - Charities Section.

Foreign Applicants:

  1. Determine whether or not your charity will need to foreign qualify based on your activity in Minnesota. If not required, skip to number 3.
  2. File foreign qualification documents with the Minnesota Secretary of State.
  3. Submit a Charitable Organization Initial Registration form and all required attachments to the Minnesota Attorney General - Charities Section.
Required Attachments:

  • IRS form 990
  • Articles of incorporation
  • IRS determination letter
  • List of officers and directors
  • Professional fundraising contracts
  • A list of officer and director compensation
Fact Checked:4/14/20

Registration Renewal

Form:

Charitable Organization Initial Registration & Annual Report Form

Filing Method:

Mail or email.

Agency Fee:

$25

Due:

Renewal is due annually 6.5 months after the close of your nonprofit's fiscal year. So if your fiscal calendar ends December 31, then the renewal is due July 15.

Due Date Extension:

Due dates can be extended for 4 months beyond the original due date by submitting a request for extension through the online portal.

Penalties:

There is a $50 late fee.

Notes:
  • Note the list attachments required, including a financial statement and IRS Form 990. Larger organiztaions may need to attach an audited financial statement.
Required Attachments:

  • IRS form 990
  • Audited financials (if applicable)
  • List of officers and directors
  • A list of officer and director compensation
Fact Checked:2/4/20

Change of Fiscal Year

Notes:

Fiscal year can be changed during the standard renewal process.

Fact Checked:12/7/18

Cancellation

Agency Fee:

$0

Notes:

To close out your registration, send a letter indicating that your organization wishes to cancel its registration. No final report or renewal is required.

Fact Checked:7/14/20
7Maintain a Minnesota Registered Agent

Maintain a registered agent that has a street address in Minnesota. The registered agent is responsible for receiving legal documents such as service of process. Appointing a registered agent service is often preferable to listing an officer or director, as their information often changes. Consider using our registered agent service in Owatonna , MN to maintain compliance with the state requirement.


Continue reading

Fundraising Compliance

Learn how to stay compliant with charitable solicitation laws.

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