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Form a Corporation in Minnesota.

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Choosing a Corporation Name

Selecting the name of your new Minnesota corporation is one of the first official steps toward actually conducting business in the North Star State. The business name you choose must be distinguishable from the names of other business entities registered or reserved in Minnesota (with some exceptions).

Your new business’ name may not state or imply that it is organized for any other purpose that what’s permitted by state law and laid out in its articles of incorporation, and it must be written in English letters or characters. The name must include one of the following terms or its abbreviation: “Incorporated,” “Corporation,” “Company,” or “Limited.” The word “Company” may not be preceded by the word “and” or a symbol denoting it, such as “&.”

Available corporate names may be reserved for up to 12 months for a $35 fee.

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.

Registered Agent and Office

A Minnesota corporation may-but is not required to-designate or appoint a registered agent in its articles of organization. The registered agent may be a natural person residing in Minnesota or a business entity authorized to operate in Minnesota.

The state does, however, require that every corporation maintain a registered office in the state. The registered agent must have a business office that is the same as the registered office.

Bylaws

Bylaws describe the corporation’s basic managerial and legal operating principles. Although state law does not absolutely require a corporation to have bylaws, it’s a critical document that sets forth how the management of the business will be regulated and conducted. The corporation’s initial bylaws should be adopted by its incorporators, its shareholders, or its board of directors, and maintained at its main executive office; again, it is not required to file them with the state. The bylaws may contain any provision for managing the business and regulating the affairs of the corporation that’s not in conflict with law or the articles of incorporation.

The board of directors or the shareholders may adopt, amend, or repeal bylaws, unless the articles of incorporation or the bylaws reserve this right to the shareholders. At its initial meeting, the board of directors should adopt corporate bylaws, and then keep them updated as time goes on. Bylaws normally address:

  • Shareholders and directors meetings
  • The authority, number, and tenure of directors
  • Voting procedures
  • The duties, responsibilities, and tenure of officers
  • How stock is issued
  • How and when annual financial information is provided to shareholders

Directors

Officers may be named in the bylaws or elected by the board of directors; there must be at least one officer. Officers may appoint other officers in compliance with the bylaws. There must be at least a chief executive officer and a chief financial officer, each of whom must execute specific state-required duties. An officer may hold more than one office in the corporation, and may sign a document in more than one capacity only if the document indicates each capacity in which the officer is signing.

Requiment Reports

Your new Minnesota corporation must file an annual registration form with the Minnesota Secretary of State each year by December 31, except for the first calendar year of incorporation. This report must include:

  • The corporation’s name and its state of incorporation
  • The address of its registered office
  • The name of its registered agent at that office
  • The address of its principal executive office (if different from the registered office address)
  • The name and business address of the officer or person exercising the principal functions of the corporation’s chief executive officer

Taxes

Minnesota’s corporate tax structure consists of a flat rate of 9.8 percent on all corporate income.

Learn more about incorporating in Minnesota

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silver

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

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Gold

$149

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everything from silver+

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EIN / Tax ID Number Providing an EIN is required to open a
business bank account and is required to
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Personalized Operating Agreement Includes most common provisions to protect members from liability

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Platinum

$299

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Expedited Filing Expedited processing speeds the turn- around time for your order.

Customized LLC Kit Personalized slip binder and embossed seal with your company name and date of formation.

FedEx Delivery Faster mailing option that includes a track number.

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Commonly Asked Questions For Starting a Minnesota Corporation

How is a Corporation Taxed?
Unlike many other business entities in which the profits pass through to the owners' personal tax return (e.g. LLCs, S Corporations, etc.), the C Corporation is a completely separate taxable entity. The C Corporation pays federal taxes on the net profits (after all expenses, including salaries and bonuses) of the business by filing the 1120 form with the IRS. The after tax profits can be paid out to the owners (shareholders) in the form of dividends, or retained for reinvestment of the business. The first $50,000 of net income is only federally taxed at 15% rate, and the next $25,000 is taxed at a 25% rate. Different states have different rules on how they tax corporations.
What is the Management Structure of an Corporation?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-U.S. Residents Allowed to Own a Corporation or LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an Corporation with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an Corporation?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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