Form a Corporation in Minnesota.

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.