How Much Does It Cost to Form an MN Corporation?
Legal business registration — and maintaining a status of good standing — involves necessary expenses and investment. Some of these costs are payable to the MN Secretary of State, while others are due to additional state entities or the federal government. Here are some common requirements and fees.
Please note that fees for a State of Minnesota business license or permit may be due when you first form your business, on an ongoing schedule or on an ad hoc basis. Find more details below.
Initial Minnesota Corporation Filing Fees
When starting a business in Minnesota State, you’ll need to file a form and pay a filing fee. Here are the current Minnesota corporation filing fees and times:
When you use Incfile to register a business in Minnesota, we charge you the state filing fee and forward it to the Secretary of State when we file your incorporation paperwork.
Employer Identification Number
Every corporation in the country should have a unique EIN (Employer Identification Number) from the Internal Revenue Service. You'll use it when you open a business bank account, file taxes and pay employees. You can get one directly from the IRS, or Incfile can get one for you.
If you want to do business in a state other than the one where your business is based, you must create a Foreign Corporation.
Minnesota Foreign Corporation Registration
Before you can bring an arm of your business from another state into Minnesota, you must request Minnesota Foreign Qualification. This means the state gives you permission to conduct business there.
To request registration of a Minnesota Foreign Corporation, you must complete a Certificate of Authority and pay a processing fee of $220. The state may have additional registration requirements, so contact the Minnesota Secretary of State directly for more information and to ensure you're in compliance with MN corporation law.
Foreign Qualification to Operate in Another State
If you plan to expand your Minnesota corporation into another state, you’ll first need Foreign Qualification or a Certificate of Authority from that state. This is necessary before you can create a physical presence, hire employees or bank in that state.
You'll likely have to complete at least one application and pay a filing fee, but each state has its own requirements. Before you start the process, compare state filing times and state filing fees so you can plan accordingly.
Above all, contact the state government entity that administers business (usually the Secretary of State) to confirm their requirements and for specific instructions.
If you need assistance, Incfile provides a complete Foreign Qualification service for all states.
Minnesota Annual Report Requirements
Most states require business entities to file an annual (or other periodic) report. Minnesota requires an annual renewal to be filed once a year with the MN Secretary of State.
Once you've completed your annual renewal mail it to the Minnesota Secretary of State so they may update your records. There is no fee for this service.
State of Minnesota Business License and Permit Requirements
Before you start doing business, you must secure the necessary state, federal or local business licenses and permits to operate your corporation. Some of the fees will only need to be paid once, while others may be ongoing charges.
Permits and licenses vary based on:
Unlike many other states, you aren't required to have Minnesota corporation bylaws if you form a corporation in the state. Regardless of the legality however it's always a good idea for a corporation to have, adopt and follow bylaws. You won't need to file them with the state, but make sure you have them with your business documents and by all means, continue to follow them.
The bylaws may then be adopted (and amended, if necessary) by the board of directors and shareholders.
Drafting a set of bylaws can be extremely helpful in making sure you’re organized and can help protect your business from any future changes and events that may affect your business.
Other MN Corporation Filing Requirements and Fees
The State of Minnesota requires you to complete a few more tasks before you can begin conducting business.
In Minnesota, the board of directors may elect officers, such as the president, vice president, secretary, treasurer, etc. however the positions of chief executive officer (CEO) and chief financial officer (CFO) are required to be filled. Any number of offices or functions of those offices may be held or exercised by the same person.
Issue Stock to Shareholders
To raise business capital and keep it separate from company owners' money, every Minnesota corporation must sell stock to its shareholders. The Articles of Incorporation must authorize the sale of at least one class of share, and the corporation cannot sell more shares than are authorized.
Hold Annual General Meetings
This is one area where Minnesota differs from other states. You may hold annual meetings, and it's generally a good idea to do so. However, if you wish to have fewer meetings or forego them entirely you may. As Minnesota Statutes Chapters 300 - 323A, Chapter 302A, § 302A.431 states, "Regular meetings of shareholders may be held on an annual or other less frequent periodic basis, but need not be held unless required by the articles or bylaws."
Change the Registered Agent
If your corporation is based in Minnesota, then you must have a Registered Agent in the state. You'll need to appoint one when you file your Articles of Incorporation. You can also change to a new Registered Agent later by filing a form and paying a fee of $55.
Reserving a Name for Your Corporation
If you're not quite ready to start your business, you can reserve a name for 12 months with the Secretary of State by filing a form and paying a fee of $55. First, conduct an MN corporation search and learn the state's business naming rules to ensure you choose a name that meets legal requirements.
Amending Facts About Your Corporation
When you incorporate, the Minnesota business forms you fill out include certain facts about your business at that time. Through the years, some or all of this information may change. If it does, you'll need to file an Amendment to Articles with the Secretary of State along with a filing fee of $55. You can do this yourself or Incfile can do it for you.
Get a Certificate of Good Standing
Some organizations may request that you prove your corporation's compliance with laws and tax requirements. In most states, including Minnesota, this proof is provided with a Certificate of Good Standing.
If you need to prove you have met your commitments, you’ll need to request an MN Certificate of Good Standing from the Secretary of State. You can do this by logging into your business filing account on the Minnesota SOS website, completing the process and paying a filing fee of $15.
The information listed above details many of the fees a standard corporation will be required to pay in Minnesota. In some circumstances, there may be other one-off, periodic or ad hoc fees not listed above.
Of course, your corporation will also probably need to pay federal, state, self-employment (if it's an S Corp) and other taxes. You'll find more information on the Minnesota taxes page.