Minnesota Nonprofit Articles of Incorporation

Nonprofit articles of incorporation is the document filed to create a Minnesota nonprofit corporation.

Preparing and filing your articles of incorporation is the first step in starting your nonprofit corporation. Approval of this document secures your corporate name and creates the legal entity of the nonprofit. Only after this approval can you apply for 501c, apply for fundraising licenses, open a bank account, and otherwise conduct business.


Incorporating provides many important benefits:

  • Limits the liability of directors, officers, and shareholders
  • Fulfills statutory requirements to register your organization's name
  • Is a prerequisite for applying for 501(c) tax exemption
  • Provides governance and adds credibility to the business or organization

Fast Facts

Agency:Minnesota Secretary of State

Articles of Incorporation – Original Filing

Filing Method:

Mail, in-person, or online

Agency Fee:

$70 by mail. $90 online or expedited in-person.


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


2012 Minnesota Statutes Chapter 317A

  • 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.

Other Helpful Minnesota Facts

As you are preparing to incorporate, keep in mind the following requirements specific to Minnesota, keep in mind:

Minnesota Directors

  • Number: minimum 3
  • Qualifications: Natural persons. Majority must be adults. No residency requirement. No membership requirement.
  • Term: 1 year unless otherwise provided for in the articles or bylaws. A term of a director, other than an ex officio director, may not exceed ten years.
  • Quorum: majority
  • Committee: One or more natural persons, need not be directors.

Minnesota Officers

  • One or more natural persons exercising the functions of the offices of president and treasurer, however designated.
  • Two or more offices may be held by the same individual. This person may sign instruments in only one capacity when the signatures of two officers are required.

Minnesota Members

  • Members: optional. No members by default.
  • Annual meeting: required
  • Quorum: 1/10th votes

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