Starting a company

How To Form A Corporation In Minnesota

Key takeaways

  • Know the importance of choosing a unique name and check its availability with the Minnesota Secretary of State.
  • Learn how to file Articles of Incorporation and pay the filing fee.
  • Get to know how to obtain an Employer Identification Number (EIN) from the IRS.
  • Understand how to create corporate bylaws and elect directors.
  • Learn to register for state and local taxes.
  • Understand how to obtain any necessary licenses and permits.
  • Know the importance of obtaining liability insurance.
  • Learn the importance of complying with ongoing state and federal filing requirements.

From picking a name to submitting your papers to the state, we'll take you through the process of forming a corporation in Minnesota in this guidance. There are several critical stages involved in starting a company in Minnesota. A corporation is a business organization acknowledged as a distinct legal body from its proprietors. It can provide several advantages, including limited liability protection and the capacity to generate money by selling shares.

Understanding Minnesota Corporation Formation

If you're planning to form a corporation in Minnesota, there are several legal requirements you'll need to fulfill. Here's a rundown of the critical steps you'll need to take:

Choose a name

When choosing a name for your business in Minnesota, there are many factors to take into account. Your company name should be unique and not overly identical to other companies in your sector or location. It should ideally represent the identity and values of your business while also being simple to pronounce and recall. Use words or sentences that explain your goods or services and any unique attributes or advantages your company provides. 

Appoint a registered agent

When establishing a corporation in Minnesota, you must designate a registered agent who can accept legal and financial papers on the company's behalf. The registered person must be readily accessible during regular business hours and have an actual location in Minnesota. A person or expert, a registered agent agency, can act as the representative.

File articles of incorporation

Articles of Incorporating in Minnesota must be submitted to the Minnesota Secretary of State's office when establishing a company in the state, which includes information such as the corporation's name, purpose, and registered agent.

Draft rules

Bylaws, which are the rules and regulations that direct a corporation's internal operations, is required for Minnesota companies. The purpose of the company, the duties of the executives and directors, the protocols for having meetings and making decisions, and the method for changing the bylaws are all usually covered in the bylaws. The Minnesota Business Corporation Act and any other pertinent state or federal legislation should be considered when drafting the rules. The bylaws should be thorough and explicit and examined and updated as needed to represent adjustments to the corporation's activities or new legal requirements.

Discuss the steps involved in the formation process

  • By Minnesota legislation, pick a name for your organization that another company does not already use.
  • A registered representative should be chosen to receive legal papers on the corporation's behalf.
  • Send your papers of the organization to Minnesota's secretary of state.
  • Make company bylaws that outline the policies and processes the corporation will use to conduct its business.
  • Obtain any licenses and permissions for your company that the state of Minnesota or municipal officials may require.
  • The Internal Revenue Service (IRS) can provide an Employer Identification Number (EIN). 
  • Organize a gathering to approve rules, choose directors, and handle other crucial organizational issues.

By following these steps, you can successfully form a corporation in Minnesota and begin operating your business.

Documents that need to be filed with the state

  1. Articles of Incorporation: This record specifies the corporation's name, registered representative, and mission, among other things. The Minnesota Secretary of State must receive it.
  2. Corporate bylaws: These are the policies and guidelines that direct how the corporation is managed and conducts business. Although bylaws are crucial private documents for the company, they are not usually filed with the state.
  3. Initial Report: Within 90 days of incorporation, this document must be submitted to the Minnesota Secretary of State. It contains the fundamental facts about the company and its executives.
  4. Employer Identifying Number (EIN): The Internal Revenue Service (IRS) issues this special identifying number to businesses for tax-related reasons. A document must be submitted to the IRS to receive the EIN.

Choosing a Business Name and Structure

Importance of choosing a unique and memorable Minnesota business name

Making a decent first impression is crucial because it's frequently the first thing prospective customers will see or learn about your business.

  • Creating a powerful business identity: A memorable name can help you do this and help you stand out from the crowd.
  • Legal defense: Selecting a distinctive name can shield your company from copyright violation and legal wrangling.
  • Marketing and advertising: A memorable name can help you market and promote your company more effectively.
  • Online visibility: A distinctive name can help consumers discover your company online and on social media.

Different types of Minnesota business structures available in Minnesota

The simplest type of business organization is a sole proprietorship, in which one person controls and runs the company.

  • Partnership: A company where two or more people share ownership and financial responsibility.
  • LLC: A limited liability company (LLC) blends the advantages of a partnership with the liability security of a corporation to create a flexible business framework.
  • Corporation: A corporation, which provides limited liability protection and the capacity to generate money by selling stock, is a distinct legal entity from its owners.
  • Nonprofit company: An organization established for charitable, educational, or other nonprofit reasons is a nonprofit company.

How to pick the ideal structure for your company's requirements

  • Liability: Consider the amount of personal responsibility you are prepared to accept for the debts and obligations of your company.
  • Taxes: Consider how various company forms, such as C-Corp, S-Corp, LLC, and Partnership, will affect your taxes.
  • Ownership: Consider the number of proprietors you anticipate having and the ownership arrangement you want to create.
  • Money: Consider the amount of money you need to collect and the ease with which it can be done under various company structures.
  • Framework: The management framework and decision-making procedure you want to create should be considered.
  • Legal requirements: Consider the compliance duties and conditions of various company models.

Registering Your Corporation with the State

A detailed guide on how to register your corporation with the state of Minnesota

To create your company with the state of Minnesota, follow these simple steps:

  1. Ensure your company name is available and complies with state criteria before registering.
  2. Pick a corporate structure: Choose the appropriate company form for your Minnesota corporation, such as an LLC or corporation.
  3. Articles of incorporation: Submit your articles of incorporation to the Secretary of State for Minnesota. This document contains fundamental details about your organization, such as the company's name, location, and proprietors' identities.
  4. A registered agent is a person or business designated to accept legal documents on the corporation's behalf.
  5.  An authorized representative must be named when submitting your articles of organization.
  6. All required licenses and permits: Depending on the sort of company you run, you might need extra licenses or permits to conduct business in Minnesota lawfully.
  7. Obtain a business identity number (EIN) from the IRS. This unique number is needed for tax reasons.
  8. Register with the Department of Revenue: All corporations in Minnesota must register with the Department of Revenue for tax purposes.
  9. File annual reports: Corporations in Minnesota must file a yearly report with the Secretary of State and pay a fee.

Fees associated with Minnesota business registration

Several fees must be made in Minnesota when registering a company. Among them are the Articles of Incorporation registration charge, which is $135 for internet applications and $155 for paper filings. Additionally, the Internal Revenue Service charges a cost for getting an Employer Identification Number (EIN). (IRS). Additional fees might be charged for company licenses and permits the state or municipal officials need.

The timeline for registering your corporation with the state

You should plan the procedure to establish your corporation, with the state of Minnesota taking several weeks. Creating and submitting your articles of organization to the Minnesota Department of Licensing and Regulatory Affairs is the first stage. (LARA). LARA usually reviews and approves filings within 7–10 working days of receiving them. Following approval, you must print a notification of your incorporation in a neighborhood publication for three weeks straight. Finally, before starting a business, you must submit your original report with LARA and acquire any required licenses or permits. Depending on the intricacy of your company and any delays in the review or approval process, all of these processes could take a few weeks to a few months.

Drafting Minnesota Corporate Bylaws

Bylaws ensure that the company is set up and conducts business in a straightforward, uniform, and lawful manner. They also offer a framework for handling problems that might come up during company activities and for resolving disputes. Overall, having well-written bylaws can support accountability and openness while assisting the company in operating efficiently.

Guide how to create effective bylaws

  • Several essential stages are required to create successful corporate bylaws. First, ensure your rules comply with all applicable state laws regulating corporations. 
  • Next, list the important topics that the rules should cover, such as the duties of officials and directors, how meetings should be conducted, and how decisions are made. 
  • Create simple, understandable wording that is straightforward to follow. 
  • Last, make sure the bylaws are consistently examined and updated to represent any modifications to the corporation's activities or alterations to legal requirements. 

To ensure that the bylaws are thorough, functional, and compliant with all pertinent laws and regulations, it is also crucial to solicit feedback from all parties and confer with legal and financial experts.

Key provisions that should be included in corporate bylaws

Essential clauses in corporate bylaws should cover topics like the organization's mission and objectives, the duties of its officers and directors, how meetings are conducted, and decisions are made, how bylaws are amended, and how officers and directors are chosen. 

The corporation's financial policies, such as the processes for handling funds, borrowing money, and allocating earnings, should also be outlined in the bylaws. Policies regarding conflicts of interest, indemnification terms, and case resolution processes are a few additional crucial stipulations that may be present. It's vital to seek legal and financial advice to ensure the rules are thorough, functional, and compliant with all applicable laws and regulations.

Obtaining Necessary Licenses and Permits

  • Acquiring all essential licenses and Minnesota Business permits before forming a corporation in Minnesota, whether the federal, state, or municipal governments issue them, is crucial. 
  • You will need to do this by learning about the particular needs of your sector and region. You can find this information on the Minnesota Business Portal website or by contacting the appropriate licensing officials. 
  • You will be needed to fill out an application, pay any fees due, and present any required paperwork, such as evidence of insurance or a professional license.
  • Minnesota Business licenses, planning permits, health and safety permits, and environmental permits are prevalent licenses and permits. 
  • To prevent future penalties or legal troubles, ensuring your company complies with all relevant laws and regulations is crucial.

Where to obtain licenses and permits

You must learn about the particular needs of your location and business to receive the required licenses and permits for your corporation in Minnesota. You can find this information on the Minnesota Business Portal website or by contacting the appropriate licensing officials. You will be needed to fill out an application, pay any fees due, and present any required paperwork, such as evidence of insurance or a professional license.

Resources for further information

  1. Minnesota Secretary of State Business Services: provides information on registering a corporation and other business structures in Minnesota.
  2. Minnesota Business Portal: offers information on licenses and permits, tax registration, and other business requirements in Minnesota.
  3. Small Business Administration Minnesota: provides resources and support for small businesses in Minnesota, including information on financing, marketing, and more.


In summation, several stages are involved in creating a company in Minnesota, including submitting Minnesota Articles of Incorporation, designating a registered representative, and creating bylaws. It's crucial to abide by all relevant laws and ordinances and to acquire any required licenses and permits. The Minnesota Secretary of State reported that there were 8,983 new companies established in 2021 alone, bringing the total number of registered corporations in Minnesota to 75,692 as of December 2021. It's an exciting time for business and invention in Minnesota as the economy continues to recoup from the COVID-19 epidemic, and more new companies are anticipated to be formed.

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