How to Incorporate in Minnesota

Why Start an MN Corporation?

Like many other states, Minnesota offers a variety of business incentives, helping businesses get a leg up in the industry. Your corporation may be able to take advantage of these incentives, provided it meets qualifying criteria. For example, the Minnesota Job Creation Fund provides financial incentives to new and expanding businesses that meet certain job creation and capital investment targets. Companies deemed eligible to participate may receive up to $1 million for creating or retaining high-paying jobs and for constructing or renovating facilities or making other property improvements. For many entrepreneurs looking to start a larger business, MN incorporation may be the best choice. As a corporation, your business is able to buy and trade stock, and when it comes to excess profits, corporations offer more flexibility than a limited liability company (LLC). A corporation is allowed to pass income and losses to its shareholders, who report taxes on an individual tax return at ordinary levels.

Is an LLC Better Than a Corporation?

It all depends on your goals. For smaller businesses, limited liability companies are typically a better option. An LLC is easier to set up and receives many of the same benefits as corporations, but with less regulation. Learn more about forming a Minnesota LLC so you can decide which business entity is right for you.

Benefits of Forming a Minnesota C Corporation

It offers you numerous advantages, including but not limited to:

Benefits of Forming a Minnesota S Corporation

It offers several advantages similar to those provided by a C Corp including, but not limited to:

In this guide, you’ll find information on naming your corporation, getting a Registered Agent, the fees you’ll need to pay, business taxes and much more. We also cover what you'll need to register your corporation and how you'll interact with the Secretary of State in Minnesota.

Start a Business in Minnesota Checklist

To help you along the way, use our Starting a Business checklist to keep track of everything you need to do to get your business up and running.

Step 1: Choose a Unique Business Name and Complete a State Business Search

Every Minnesota business must have a unique name that isn't being used by another business in the state. If you’re having trouble thinking of a name, try using our Business Name Generator to gather ideas. You'll need to follow a few naming rules, which you can read about in detail on the Minnesota Corporation Names page. Once you’ve picked a name, you’ll need to make sure it’s available in Minnesota. To see whether another company in the state is using your desired business name, use our tool to do a Minnesota entity search. You can also carry out a name search on the state's website.

Step 2: Provide an Official Address for Your Corporation

All MN corporations must have a designated address. It could be your residence address (if you’re running the company from your home), a building where your office is located or any physical address of your choice. The address can be outside the state of Minnesota and can be a P.O. Box. You may also be able to use a virtual mailbox for your business address. Bizee can provide you with a Minnesota virtual mailbox where we'll receive your mail, scan it and upload it for your online review. This can be especially helpful if you run a home-based business and don't want your home address published as part of your business public record.

Step 3: Assign a Registered Agent

Someone who receives official communications and is responsible for filing reports with the Minnesota Secretary of State is known as a Registered Agent. Every Minnesota corporation is required to have a Registered Agent. You can fill this position yourself, assign another manager in your business or use a Registered Agent service. If your Registered Agent in Minnesota is a person, they must have a physical street address in Minnesota and must be present during business hours to receive important documentation on behalf of your company. You'll appoint your Registered Agent when you file your Articles of Incorporation with the Secretary of State and formally create your corporation. All of Bizee’s business formation packages include Registered Agent service. It’s free for the first year and just $119 per year after that. You can also access a digital dashboard to view any document we've received on your behalf.

Step 4: File Your Articles of Incorporation With the Minnesota Secretary of State

Once you've gathered all the information for your corporation, you’ll need to file your Articles of Incorporation with the Secretary of State. This will officially create your business.

For convenience, you may choose to file your Articles online via the state's digital filing system. You can mail the form to the Office of the Secretary of State yourself, or Bizee can file the forms on your behalf. The MN Corporation filing fee is $135 if the form is mailed in, or $155 if filed online or in person.

You only need to file your Articles of Incorporation in Minnesota once, but every year after, you'll also need to file an annual renewal with the Secretary of State in MN. Bizee can remind you about this every year, or we can do it for you if you have us handle the paperwork.

What are the fees and requirements to incorporate in Minnesota?

Annual Report

Step 5: Get an Employer Identification Number (EIN) From the Internal Revenue Service

You'll need an EIN to identify your business to the IRS. You use this number for filing and paying taxes, submitting payroll information and payments for your employees and opening a business bank account. You can obtain one directly from the IRS, or Bizee can get one for you as part of the MN corporation creation process.

Step 6: Write Bylaws

A set of rules that govern how a corporation will be run, bylaws detail how many directors the corporation will have, whether the board of directors will have annual meetings and what the voting requirements will be, among other things. Some states legally require companies to create bylaws, however Minnesota is not one of them. Regardless of the legality, it's always a good idea to write, adopt and follow bylaws to protect your business from any future events and changes.

Types of MN Corporations

C Corporation

When you file to start a corporation, by default, it's a C Corp. This is the choice for large businesses that will trade shares in the stock market. A Minnesota C Corporation will offer you several liability protections, but it will also be required to adhere to numerous strict rules and regulations. It will also likely have a substantial amount of administrative overhead, and won't enjoy as many tax advantages as other corporation types. Learn more about C Corporations.

S Corporation

Technically, an S Corporation isn't a business entity the way LLCs and C Corporations are. It's a tax filing status. An LLC or a C Corporation can be an S Corporation. It's just a matter of filing a form with the IRS. The main reason to file as an S Corp is to save money on self-employment taxes. To get an idea of how much money you might save, use our S Corp Tax Calculator. If you want your Minnesota C Corporation to be treated as a Minnesota S Corporation, file the IRS Election by a Small Business Corporation form, also known as Form 2553 or an S Corp Election form. Consult with your tax advisor or accountant to determine whether this is your best option. Learn more about S Corporations. Compare S Corp vs. C Corp to learn the benefits and drawbacks of both, and decide which one will best suit your needs.

Professional Corporation

Some states, including Minnesota, allow certain occupations to form Professional Corporations that provide professional services. Minnesota Statutes, Chapters 300 - 323A, Chapter 319B, § 319B.02 defines professional services in Minnesota as: "...services of the type required or permitted to be furnished by a professional under a license, registration, or certificate issued by the state of Minnesota to practice"

Check with the Secretary of State to confirm whether your business should and can be a Professional Corporation.

Foreign Corporation

If your business operates in another state and you want to expand into Minnesota — or vice versa — you’ll need to form a Foreign Corporation. Learn more about Minnesota Foreign Corporation registration.

Nonprofit Corporation

Charitable organizations can incorporate as nonprofit corporations. This means all the profits they generate are donated to the organization supported by the charity, minus administrative costs. A nonprofit corporation is also exempt from federal and state taxes, allowing more of the profit to benefit the charity. Note: Everything in this guide applies to for-profit corporations, and mostly to C Corps and S Corps. Items listed as requirements for forming a corporation may or may not also apply to nonprofits.

Limited Liability Company

Depending on the kind of business you want to start, or your personal circumstances and goals, an LLC may be a better option. For example, you may only want to build a small business that you yourself will run with just a few employees and you may not need the options to buy and sell stock. A Minnesota LLC is usually a better option for a smaller business. It's easier to set up, but it still offers you certain advantages you'd get from a corporation. You can even have your LLC treated as an S Corporation for tax purposes to save you money. Regardless of which direction you decide to go, we can help you with your Minnesota business registration. Learn more about limited liability companies.

Sole Proprietorship or Partnership

Sole proprietorships are often considered the simplest types of businesses to set up because there's no real setup to do. If you don't choose to form a separate business entity, by default, you'll have either a sole proprietorship (just you) or a partnership (you and one or more other people). Neither of these options provide you with any special benefits or liability protections and can leave your personal assets vulnerable. For these reasons, we don't recommend them. Compare business entity types to decide which one is best for you.

Helpful Resources from the State of Minnesota

More Information in This Guide