How To Incorporate In Minnesota

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1. Choose a Name for Your Minnesota Corporation

Check on Available Names in Minnesota: When you decide to incorporate your small business in Minnesota, the first step is to choose a name for your corporation. The name that you choose should be a name that is not in use by another corporation. Before you file to incorporate, you should do a thorough search of online and other records to find out if the name that you have chosen for your corporation is not already in use by another corporation. You can search a database of corporations that are registered in Minnesota online at Minnesota Corporation.

Reserve a Corporate Name: You do not have to reserve a name before you file Articles of Incorporation, but you may choose to reserve a particular name before you file by submitting an application online at Reserve a Minnesota Corporation. There is a $45.00 fee to reserve a corporate name.

Filing Trademarks and Doing a Corporate Name Search: Although the name that you choose for your corporation may not be in use by another corporation registered in the state of Minnesota, another corporation in another state could be using the same name. You could run into restrictions regarding your use of the name that you have chosen. You should consult an attorney when you are preparing to incorporate to find out what these restrictions may be and how you can take steps to trademark the name that you choose for your corporation.

Minnesota Corporate Name Requirements: You need to choose a name for your corporation that includes the word “corporation,” “incorporated,” “limited,” “company” or an abbreviation of one of these words such as “Co,” “Inc.,” or “Ltd.”  If you choose to use the word “company,” the word “company” cannot be immediately preceded by the word “and” or an ampersand.

2. Find a Registered Agent in Minnesota

After you choose a name for your corporation, the next step is to choose a registered agent. The registered agent that you choose will act as an agent for service of process. Your registered agent will receive all legal and tax documents on behalf of your corporation.  An adult resident of Minnesota or a corporation can act as your registered agent, but your corporation cannot act as its own registered agent.

3. File Articles of Incorporation with the Minnesota Secretary of State

Minimum Requirements: The next step in incorporating your small business is to file Articles of Incorporation with the Secretary of State. The Articles of Incorporation for your company will need to include the name of your corporation, the name and address of your registered agent, the number of shares that your corporation is authorized to issue, and the name and address of each incorporator. The Articles of Incorporation must be signed by each of the incorporators as well as the registered agent. You can download the form online at File a Minnesota Corporation or you can file online at Minnesota Corporation Set Up.

Other Minnesota Legal Provisions: You should think about including additional articles to your Articles of Incorporation. An attorney can help you to determine what additional legal provisions you should include in your Articles of Incorporation document.

Where to Submit Form: You should submit the completed Articles of Incorporation document and payment by mail or in person to Minnesota Secretary of State - Business Services, Retirement Systems of Minnesota Building, 60 Empire Drive, Suite 100, St Paul, MN 55103.

Filing Fee: The filing fee for Articles of Incorporation in Minnesota is $135.00. If you file online, the fee is $145.00.

4. Create Other Minnesota Incorporation Documents (Corporate Kits)

After submitting the Articles of Incorporation document, you will need to think about taking actions in your corporation such as appointing officers and directors, adopting corporation bylaws, issuing stock certificates, obtaining a tax ID number, and acquiring a business license. When you begin to take these actions, you should think about creating other types of corporate documents such as buy-sell agreements, shareholders agreements that determine when stock can be sold, and documents that explain what will happen if an owner decides to leave the company. These types of corporate documents can be very useful, especially if your corporation has multiple owners. You should seek legal counsel when you are drafting these documents. An attorney will be able to help you prepare documents for your corporation that are in compliance with legal requirements. There are also various corporate service companies that can help you prepare these corporate documents for a fee.

5. Qualify Your Minnesota Corporation to Do Business in Other States

You should recognize you need to qualify your corporation to do business in other states. If the main office of your corporation is located in another state, you will need to qualify your corporation to do business in that state. When you do business in other states, you most likely will be required to pay taxes in your home state. You can read more about how to qualify your corporation to do business in other states at Doing Business in other states.

6. Make Annual Filings and Pay Annual Fees and Taxes in Minnesota

Corporations that are registered in the state of Minnesota need to file an annual renewal. There is no fee to file a renewal for your corporation. You will be able to update information about your corporation when you file a renewal. You can file online at Minnesota Corporation Fee.

Your Minnesota corporation will be subject to Minnesota state income taxes. You can download tax forms and learn more about the corporate tax in Minnesota on the official website of the Minnesota Department of Revenue at Minnesota Corporation Tax.

An accountant can help you to avoid mistakes when you are preparing your tax documents. Mistakes on your tax forms could cost you hundreds of dollars in extra taxes.

You will face many complex decisions when you are in the process of incorporating your small business, especially if the corporation has multiple owners. It is strongly recommended that you consult an attorney and an accountant so that you can feel more confident that your paperwork is being processed correctly.

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This site is for informational purposes only and does not constitute legal, financial or tax advise. The information on this site should not be relied upon as an official source of information and should be independently verified.


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