Minnesota corporations: How to form and maintain your Minnesota corporation

Should you form your corporation in Minnesota? We've collected the relevant information that will help you make this decision.

Pros

• Qualified workforce

• Home to one of the top 20 metro areas in the US

• The Land of Lakes has more shoreline than Hawaii, Florida and California combined

Cons

• Flat corporate tax rate of 9.8%

• Competitive market

Cost of doing business

• $155 filing fee / $0 periodic filing

Privacy

• Owner disclosure in original filing

Forming your corporation in Minnesota

The name In order to communicate to the public that your new business is incorporated, its official name will need to end with one of the following signifiers (or a relevant abbreviation): “incorporated”, “Company”, or “corporation.” In addition, it is required that the name of your business is not intentionally misleading to consumers, for any reason. Your company’s new name must also be completely unique, and not deceptively similar to any other organizations name or trademarks. Do a FREE name search now.

Board of directors requirements You will need to form an official board of directors when incorporating in Minnesota. Here are the states explicit regulations regarding these directors:

• Required number of directors

  Minnesota corporations must have at least one director listed in their incorporation documents.

• Age restrictions

  Directors of corporations located in Minnesota must be at least 18 years of age.

• Residence restrictions

  There are no residence restrictions imposed on the directors of C corporations in Minnesota. However, S corporations are only allowed to have directors located in the United States.

• What information needs to be included in the Articles of Incorporation?

  Minnesota does require the names or addresses of directors to be disclosed in incorporation documents.

Requirements for the Articles of Incorporation

The Articles of Incorporation is a document that must be filed during the incorporation process in every state. Here is the information that must be included in this document when filing in Minnesota:

Stock information Minnesota requires the number of initial shares outstanding, and their par value, to be disclosed during the incorporation process. The number of outstanding shares does not affect initial state filing fees.

Officer information The state of Minnesota does not require officer information to be disclosed during the filing process.

Registered agent information All Minnesota corporations must have a registered agent on file, and submit their name and address (which cannot be a PO box). This agent will be required to be accessible during standard business hours, and act as the state’s point of contact with the company. Learn more about registered agents.

Additional Minnesota filing requirements

Many states have steps in the incorporation process that are unique to that state. These can also vary at the municipality or county level as well. Here are the steps required throughout all of Minnesota:

Initial report deadlines All corporations in Minnesota must file an initial report within six months of incorporating.

If your business is a professional practice Professional service corporations are permitted to form under the professional corporation (PC) structure.

Corporate record keeping requirements

Corporations in Minnesota are required to keep formal documentation of all major company decisions, financial documents, and shareholder information.

Minnesota corporate taxation and fee requirements

There are several tax and fee requirements that must be addressed by corporations in Minnesota. They are as follows:

Taxation All states have complex taxation requirements. For more information regarding taxes in Minnesota, it is advised that you visit the state’s official business related website. 

Annual report requirements Corporations in Minnesota are required to file an annual report (referred to as an annual registration form) by the end of each calendar year. There are no costs associated with this process. Learn more about annual reports.

Tax identification numbers Minnesota requires an EIN (employee identification number) for all corporations that will have employees, and most banks will require one to open accounts. Minnesota does not require corporations to obtain state tax ID numbers. Learn more about EINs.

Business license requirements

The business licenses and permits required in Minnesota vary wildly depending on the county or municipality in which your new corporation is located. If you would like to see more in-depth information on licenses and permits, please feel free to visit the content in our learning library that covers business licenses and permits.

S corporation election Minnesota does not require a state-level S corp election, as they recognize any elections held at the federal level.

Need a Minnesota LLC instead? Click here.