Our Step By Step Guide

How to form a corporation in Minnesota

Forming a corporation provides liability protection for any type of business, and should be among the first steps you take as a new business owner. Starting a corporation can help you protect your personal assets while adding legitimacy to your company. Follow our step by step guide or let us handle the paperwork on your behalf, ensuring your business is filed quickly and accurately.

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Why start your business in Minnesota?

Major corporations including Land O'Lakes, Hormel Foods, and General Mills have more than great meals in common. They all call Minnesota home to their corporate headquarters. Minnesota ranks at #17 on the best states to do business in the United States. The state also receives favorable marks when it comes to ease of licensing, training programs, and navigating government websites.

Ready to form a corporation in Minnesota? Let's take a look at how to get started with a Minnesota corporation.

Two Ways to Register Your Business

MyCorporation® can help you file all of the necessary documents to form your corporation in Minnesota.

File and submit the formation paperwork yourself

Our free guide provides you with all of the information you'll need to form your corporation in Minnesota. Bookmark this page as a reference so you can return easily as you complete each step of the process.

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See other business types

Are you looking for another entity type? We offer several other guides for the state of Minnesota.

While each entity formation offers its own benefits, forming a Corporation (also referred to as a general for-profit corporation or C Corporation), is a common entity chosen by new businesses.

One of the reasons for the entity's popularity is that a corporation provides a business with a great deal of structure. A corporation can deduct certain benefits, like employee health insurance and dental plans, which can add up to substantial tax savings per year. Additionally, corporations allow the issuance of stock, which helps attract investors and venture capitalists that may want to invest in your business. Corporations may also enter legal contracts, borrow money or take out loans, hire employees, and create initial public offerings (IPOs) to take their businesses public.

The Benefits of a Corporation

  • Limit your legal and fiscal responsibility.
    Incorporating your business separates you from your business as a separate legal entity, preventing you from being fully responsible for any debts accrued by your business.
  • Build Credibility
    Adding a corporate indicator like "INC." at the end of your business name immediately indicates credibility to potential investors, customers, or business partners.
  • Potential tax advantages
    Forming a corporation may provide a tax advantage for some businesses, allowing additional deductions for operating expenses, advertising, employee compensation, and more.

Compare the main entity types below

Entity Type
Liability
Taxation
Maintenance
Limited Liability Company Combines limited liability protection with a pass-through tax structure. IRS rules allow LLCs to choose between being taxed as partnership or corporation. The easiest entity to maintain with the least amount of formal annual requirements.
Corporation Owners / shareholders have limited personal liability for business related debts. Separate taxable entity, corporate profits among owners and corporation. Meetings are required to maintain corporate status. Stock may be sold to raise capital.
Non-Profit Corporation A corporation formed for a charitable, educational, religious, literary, or scientic purpose. Contributions to charitable corporation are tax-deductible. Can get tax exempt status with the IRS. Annual reports, minutes, meetings are required to maintain nonprofit / tax exempt status.
Tip: Try our free entity choice tool. Answer a few simple multiple choice questions about your business, and our tool can recommend the entity type that best fits the needs of your business.

The next step will be to decide on a name for your business. Choose a name that is memorable and unique, easy to understand and pronounce, and accurately represents your business. You'll want to search your name choices on the web to quickly find out if they are already taken. It's also best to jot down one or two alternatives, in case the name you settle on is not available for registration in Minnesota.

The name you choose must be unique and not “confusingly similar” to the name of any other Minnesota business. This is to prevent fraud or misrepresentation and is a common rule in all 50 states. You can find out whether a name is available in Minnesota by using their business name availability search tool. Be sure to check variations or alternate spellings as well, otherwise your filing may be rejected. In a pinch, you can use MyCorporation’s business name search service, where we will conduct a more thorough search on your behalf and report back our findings. Plus, MyCorporation includes a business name search for free when we complete your LLC filings on your behalf!

There are a few rules that Minnesota corporations must follow in order to register a name.

  1. The name you choose must be unique and not “confusingly similar” to the name of any other Minnesota business. This is to prevent fraud or misrepresentation and is a common rule in all 50 states. You can find out whether a name is available in Minnesota by using their business name availability search tool. Be sure to check variations or alternate spellings as well, otherwise your filing may be rejected. In a pinch, you can use MyCorporation’s business name search service, where we will conduct a more thorough search on your behalf and report back our findings. Plus, MyCorporation includes a business name search for free when we complete your LLC filings on your behalf!
  2. Your business name must include the words “Corporation,” or its abbreviations “Corp.” or “Inc.”
  3. To be accepted for filing, according to the Minnesota Secretary of State, business names must be different by at least one letter or numeral from names that are already on file with the state.

You can learn more about how to choose a business name and other important statutory information through the Minnesota Secretary of State.

Tip: A business name check is included with every one of our business formation packages. We check with the state to determine the availability of your business name automatically. You can also conduct a nationwide business name search here.

Most states require that you designate a registered agent for your business, and Minnesota is no exception. A registered agent acts as the state's means to communicate with a business and is responsible for receiving legal and official documents related to the business.

In the state of Minnesota, it is required that all business entities filed in the state maintain a registered agent. This registered agent may be an individual or entity that receives official and legal documents on behalf of the business. They must be a Minnesota resident, have a Minnesota street address, and be available at the given address during normal business hours to accept service of process. A P.O. Box is not accepted as a registered agent address. A member of the corporation can act as the registered agent if desired, or you may also use a third-party registered agent service like MyCorporation.

Why designate a third party to act as my registered agent?

It should be noted that registered agent information is made publicly available. This can cause privacy concerns for business owners who do not wish to list their personal contact information on the internet for everyone to see. It is also common for the registered agent to become a target of spam or robocalls since this private information is relatively easy to obtain. Another issue that may arise is that in the case of a lawsuit, these documents would be hand delivered directly to the registered agent, and in the case that you used your business location for this purpose, this could occur in front of your customers. This is why many business owners opt for a third-party registered agent service such as MyCorporation to act as a registered agent on behalf of their business.

Another issue that may arise is that in the case of a lawsuit, these documents would be hand delivered directly to the registered agent. In the case that you used your business location for this purpose, this could occur in front of your customers. This is why many business owners opt for a third-party registered agent service such as MyCorporation to act as a registered agent on behalf of their business.

Tip: Our Deluxe and Premium formation packages include a full year of registered agent services for your business. We also offer standalone registered agent services which you can add to your business later.

The state of Minnesota requires you to file Articles of Incorporation to form a Corporation. Each Articles of Incorporation prepared must contain the following information:

What information should be included in the Articles of Incorporation?
  • Name of corporation
  • Registered office and agent (including agent street address)
  • Authorized number of shares
  • The name of the incorporator(s), street address, signature, and date
  • Email address for official notices
  • Name and daytime phone number for individual to contact about the form
  • Completion of “Minnesota Business Snapshot” survey

A filing fee of $135 is required for Articles of Incorporation submitted by mail. The fee for expedited service is $155. These fees must be made payable to the MN Secretary of State.

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Corporate bylaws are a detailed set of rules agreed upon and adopted by the board of directors after a corporation is formed, that specify the internal management structure of the corporation. They are typically drafted by the corporation's founder or directors. Corporate bylaws are not submitted to the state.

The state of Minnesota does not require a corporation to create bylaws upon approval of the Certificate of Incorporation, but it is strongly recommended. Bylaws allow a business to maintain consistency in the way it operates and communicate organizational rules to help avoid conflicts and disputes. They cover how directors are elected, meetings are organized, and officer roster and summary of duties. In addition to management, bylaws specify details about ownership rights, annual meetings, and the addition or removal of officers and directors.

If you are not sure how to create corporate bylaws, you can purchase MyCorporation's customized Minutes and Bylaws Package. This kit provides you with the internal documents required to fulfill your corporate formalities and properly operate your business after incorporating.

The board of directors of a corporation are normally elected by the shareholders. However, for a new business, the incorporator (the person who signed the Certificate of incorporation) will often designate the initial directors if there are no initial directors named in the certificate of incorporation. This is done by creating the "Statement of Incorporator" which will list the names and addresses of the initial directors of the business. The statement of incorporator is then signed by all of the incorporators, which passes all elements of control over to the initial directors. This is filed not with the state, but in a corporate minute book of the incorporation. It is kept as part of the corporate record.

The first meeting of the board of directors is an important time in the life cycle of a corporation. During this meeting, the initial directors of the business will adopt the corporate bylaws, set the fiscal year, and appoint corporate officers. It is also common to authorize the issuance of shares of stock to the founders of your company, usually in exchange for assets.

This meeting, and all future meetings of the board of directors, must be recorded in corporate minutes. Minutes are documents that detail what was discussed and any decisions the business makes during meetings. They are stored with the corporate records.

Corporate minutes are required for all Minnesota corporations by law. Falling behind on keeping and maintain minutes can jeopardize the corporation's liability protection and overall tax advantages. It is important to maintain updated corporate minutes and keep copies of all the signed and approved minutes or actions by unanimous consent from any special or annual meetings of the corporation's shareholders and directors.

Stock is a representation of ownership in your corporation. When your shareholders purchase stock, they are buying a small piece of your business. Although it's not legally required, it is common that most corporations will issue paper stock certificates to their shareholders.

In a private company (not publicly traded on the stock market), you can set the value to each stock however you see fit in your corporate bylaws. For example, one share could be worth $10 or $10,000, either would be completely acceptable. If you have additional questions, you may contact the Minnesota Secretary of State to learn more.

Tip: MyCorporation can help you issue stock certificates for your business, allowing you to raise money by way of outside investment.

It is advised that you visit the Minnesota Secretary of State to determine which business licenses and permits may be required for your specific business. Then, apply for the relevant business licenses or renew an existing license.

In a pinch, you may also use MyCorporation's business license compliance package. Our skilled professionals will do the work for you. We identify all licenses required by your business and provide you with the information you need in order to file.

An EIN (also referred to as a Federal Tax ID) is a nine-digit number that is issued by the IRS and used to uniquely identify your business for tax purposes. Think of it as a Social Security Number (SSN) for your business, except an EIN is less sensitive. It is important to wait until the LLC has been approved by the state before applying for an EIN. For that reason, filing for an EIN is one of the last things to do when you are setting up a business.

  • Open business checking, savings, or investment accounts
  • File taxes for the business
  • Complete payroll for employees if applicable
  • Obtain lines of credit and credit cards, as well as "build credit" for your business
  • Apply for applicable business licenses when required.

You will only need a few pieces of information to file including your mailing address and legal business name. You can apply online with the IRS by downloading IRS Form SS-4, or work alongside a third party organization like MyCorporation to complete an EIN application.

If a Minnesota corporation pays more than $100 in wages to employees each calendar quarter, you'll need to obtain a State Employer Identification Number, or SEIN. You'll need to register with the Minnesota Employment Development Department (EDD).

corporation Formation Packages

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$124
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Frequently asked questions

A Professional Corporation (PC) is formed in order to provide professional services within a single profession. Generally, this may include the following professions:

  • Accounting
  • Acupuncture
  • Architecture
  • Chiropractic
  • Clinical social work
  • Dentistry
  • Law
  • Marriage, family, and child counseling
  • Medicine
  • Speech-language pathology and audiology
  • Nursing
  • Optometry
  • Osteopathy
  • Pharmacy
  • Physical therapy
  • Physician assistants
  • Podiatry
  • Psychology
  • Shorthand court reporters

A professional corporation provides the same benefits of a standard Corporation, with the additional formation requirement of proving the business has an effective certificate of registration issued by the governmental agency regulating their profession. Professional corporations are also governed by the agency responsible for overseeing the profession they engage in, and may have rules or limitations on the choice of name or ownership requirements.

In order to keep your corporation in good standing, there are certain reoccurring requirements that must be met.

  • All corporations must file an Annual Statement with the Department of State each year.
  • Profitable Minnesota corporations must submit and pay required annual tax returns and pay out estimated corporation taxes.
  • Corporations must hold an annual meeting of the directors logged with corporate minutes.
  • Corporations must hold an annual meeting of the shareholders.

In order to form a for-profit corporation in Minnesota, you will be required to pay various fees for services. The breakdown of the required fees for a domestic corporation are as follows:

  • Articles of Organization Filing Fee - $135 ($155 for expedited services)
  • Annual Renewal Fee - $25 (if submitted by mail), $45 (expedited services)

In total, expect to set aside at least $160-$200 to form a corporation in Minnesota.

According to the Minnesota Secretary of State, foreign entities that wish to transact business in Minnesota must first obtain a certificate of authority. A PDF for the certificate of authority to transact business in MN is available to download and fill out through the Minnesota Secretary of State. The filing fee is $220 for expedited service in-person and online filings. It is $200 if submitted by mail. Payments must be made payable to Minnesota Secretary of State — Business Services.