As a business owner in the state of Minnesota, you may be considering whether registering your business as a corporation is the right way to go.
To take advantage of the benefits of a Minnesota corporation, you will be required to first file the Articles of Incorporation with the Minnesota Secretary of State.
After this is done, all that is left to do is draft some corporate bylaws and appoint your initial director(s).
We’ll show you how to start a corporation in Minnesota yourself.
Or, simply use a professional service:
Step 1: Name Your Minnesota Corporation
Step 2: Choose a Registered Agent
Step 3: Hold an Organizational Meeting
Step 4: File the Articles of Incorporation
Step 5: Get an EIN For a look at corporation formation in every state, check out our other How to Start a Corporation guides.
Not sure if a corporation is right for you? Check out our LLC vs. Corporation guide to help you make your decision.
Read the Minnesota state statute regarding corporation naming guidelines for more information.
Your Minnesota corporation name must be unique and distinguishable from other business names in Minnesota. Use the Minnesota Secretary of State’s Business Search Portal to determine if your desired business name is available.
Before registering your Minnesota corporation, you’ll need to check if a good URL is available for your business name. It’s important to secure your URL right away.
You must appoint a Minnesota registered agent, also known as a resident agent, when registering your corporation with the Minnesota Secretary of State.
A registered agent is an individual or entity appointed to receive service of process, government correspondence, and compliance documents on behalf of a business.
Your registered agent can be an individual, business entity, or professional registered agent service. Any member of the corporation or individual can serve as your Minnesota registered agent as long as the person:
Recommended: Northwest offers one year of free registered agent services with their corporation formation package ($29 + State Fees).
Before you officially file the Articles of Incorporation in Step 4, you will need to hold an organizational meeting to complete the following tasks:
Bylaws are the rules that determine how your organization will be governed and run. For detailed instructions on creating your bylaws, read our corporate bylaws guide.
You must appoint at least one director who will oversee your Minnesota corporation until the first shareholders’ meeting.
A corporate director is in charge of the adoption, amendment, and repeal of operational bylaws as well as the election, supervision, and removal of officers.
After forming the corporation, the incorporator(s) — or initial director(s), if named on the formation documents — should call an organizational meeting. During this initial meeting, either the incorporator(s) will elect the board of directors or the initial director(s) will elect the officers.
A share of stock is the unit of ownership of a corporation. Each share of stock represents a percentage of ownership of the company. For example, if a corporation issues one share of stock the shareholder (stock owner) would then own 100% of the corporation.
Shares can be structured into classes. Each class, termed a share class, holds different rights and privileges. You can have multiple classes and each class can hold any number of shares.
Authorized Shares: the number of shares the corporation is allowed to issue.
Issued Shares: the total number of shares actually issued to shareholders.
Share Class: a group of shares that has a unique set of rights and privileges.
The Articles of Incorporation form issued by the Minnesota Secretary of State can only be used to start a corporation with one share class. If the corporation needs a multiple share class structure, you must compose your own Articles of Incorporation.
The incorporator(s) should sign an Incorporator’s Statement with complete names and addresses of each initial director and store it in the corporate records book.
This document names the initial director(s) that will serve until the board of directors is elected during the first shareholder’s meeting. It should be stored with the rest of your corporate records.
You will need to file the Minnesota Articles of Incorporation to set up a corporation in Minnesota. You can file it by mail, in person, or online with the Minnesota Secretary of State. The filing fee is $155 for online and expedited, in-person filings or $135 if filing by mail.
This document will cover the basics of your corporation, including:
Option 1: File Online With the Minnesota Secretary of State
Option 2: File the Articles of Incorporation by Mail or In Person
Filing Cost: $155 online or in person; $135 by mail
Filing Address:
Minnesota Secretary of State - Business Services
Retirement Systems of Minnesota Building
60 Empire Drive, Suite 100
St Paul, MN 55103
An Employer Identification Number (EIN) is used by the federal government to identify a business entity. It is essentially a Social Security number for the company. An EIN is needed:
Option 1: Request an EIN from the IRS
Option 2: Apply for an EIN by Mail or Fax
Mail to:
Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999
Fax: (855) 641-6935
Fee: Free
It is very important to adhere to the formalities of running a corporation. Read our How to Run a Corporation guide to learn more.
Depending on the nature of your business, you may be required to register for one or more forms of state tax:
If you’re selling a product, you’ll typically need to register for a seller's permit through the Minnesota Department of Revenue's website. This allows a business to collect sales tax.
If you hire employees, you will need to register for Minnesota employer taxes through the Minnesota Department of Revenue’s website. This includes Employee Withholding Tax, Unemployment Insurance Tax, and Disability Insurance.
To operate your corporation in Minnesota, you must comply with federal, state, and local government regulations. For example, restaurants likely need health permits, building permits, signage permits, etc.
You must file the Minnesota Corporate Annual Renewal form by Dec. 31 of each year beginning in the calendar year following your corporation’s incorporation. You can file online (after registering) or submit a hard copy. Detailed instructions are included on the Secretary of State's website. There is no fee for filing the annual renewal if the corporation is active and in good standing.
A Certificate of Good Standing verifies that your Minnesota corporation was legally formed and has been properly maintained.
You can request a Certificate of Good Standing in Minnesota online, by mail, or in person. For mail and in-person requests, you must fill out the Business Certificate/Copy Request Form. To request a certificate online, you must first search for your corporation, click “Details,” and then select “Order Certificate.” The fee is $15 for online orders and $5 for orders made in person or by mail.
Option 1: Request a Certificate Online With the Minnesota Secretary of State
Option 2: Request a Certificate by Mail or In Person
Fee: $15 online; $5 in person or by mail
Filing Address:
Minnesota Secretary of State - Certification
Retirement Systems of Minnesota Building
60 Empire Drive, Suite 100
Saint Paul, MN 55103
If at any point you would like to permanently stop doing business, or close your business, it is important to officially dissolve your corporation. Failure to do so in a timely fashion can result in tax liabilities, penalties, or even legal trouble.
There are five main steps to close your Minnesota corporation:
Minnesota corporations have two options for filing dissolution documents: one if the corporation has yet to issue shares and one if it already issued shares.
Articles of Dissolution (Prior to Issuing Shares)
If your corporation has yet to issue any shares, you should file this Articles of Dissolution form. You can file by mail, in person, or online. If you file online or in person, the fee is $55. Filings by mail cost $35.
Articles of Dissolution (After Issuing Shares)
If your corporation already issued shares, you must file the Intent to Dissolve form and then this Articles of Dissolution form. You can file both forms by mail, in person, or online. If you file online or in person, the fee for each form is $55. Filings by mail cost $35 per form.
An LLC provides limited liability protection without corporate complexity.
Find out if an LLC is the right structure for you.
After forming a corporation, you’ll want to protect your personal and business assets and build credit.
Taking these steps will set your business up for success:
Form a Corporation with Northwest for $29 Plus State Fees
