Articles of Incorporation
In accordance with the Minnesota Business Corporation Act in Chapter 302A of the Minnesota Statutes, corporations must file articles of incorporation with the Business Services Division of the Minnesota Secretary of State’s office.
The articles must be delivered by at least one of the incorporators, accompanied by the filing fee of $135. There must be at least one incorporator, who must be a natural person of adult age (18). The incorporator does not have to be a director, officer, or shareholder of the corporation.
The following information must be included in the articles of incorporation:
- The name(s) and address(es) of the incorporator(s)
- The mailing address of the corporation’s principal office
- The number of shares the corporation is authorized to issue
- The street address of the corporation’s initial registered office
- The name of its initial registered agent at that office
Minnesota also permits optional provisions to be integrated into the articles of incorporation, such as:
- The duration of the corporation’s existence, if not perpetual
- Cumulative voting for directors
- The names of the initial directors
- Actions by the board which require more than a simple majority vote
- Non-shareholder voting rights
- Regulation regarding the powers of the corporation, its board of directors, and shareholders
- The limitation or elimination of directors’ liability for breach of fiduciary duty to the corporation or the shareholders
The state filing office website offers the option of “express” (one-day) filing of articles for an additional $10 fee-this service consists of sending your incorporation information in an email to the filing office instead of preparing and mailing an articles form. It should be noted, though, that this service is only available to subscribers to the state’s direct access account, which costs $75 annually.