Establish your corporation with LegalZoom today. We have helped thousands of businesses just like yours incorporate online in three easy steps. Choosing a corporation as your legal business entity will protect your personal and business assets while providing fringe benefits and possibly even shrinking your tax bill. We're always here to help you sort out different types of corporations so you can make your move right away. Make your business work for you!
When incorporating in Minnesota with LegalZoom, we not only file your articles of incorporation with the Minnesota Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your Minnesota corporation.
Minnesota Incorporation Information
Incorporating in Minnesota
Choosing a business name is one of the first steps in the process of forming your Minnesota Corporation. The name that you choose:
In addition, the name must contain one or more of (or an abbreviation of) the following words:
- Must be distinguishable from any other registered Minnesota business entity and any reserved names on record, subject to certain exceptions under state law
- May not contain language stating or implying that the corporation is organized for a purpose other than that permitted by state law and its articles of incorporation
- Must be written in English letters or characters.
Articles of Incorporation:
- "Company" (NOTE: The word "company" may not be preceded by the word "and" or a symbol denoting it, such as "&")
In order to incorporate in Minnesota, articles of incorporation must be filed with the Minnesota Secretary of State. Minnesota law requires that certain information be included in your articles of incorporation. The following is a summary of those requirements:
- Minimum Number of Incorporators: One or more.
- Eligibility Requirements: An incorporator must be a natural person at least 18 years old.
- Duties: Filing the articles of incorporation with the Secretary of State.
- Listing Requirements - The name and address of each incorporator must be listed in the articles.
Minnesota allows a corporation to be formed for any lawful business activity. The articles do not need a statement as to the purpose of the corporation.
Other Required Listing Information:
- Minimum Number of Directors: One or more.
- Eligibility Requirements: A director must be a natural person. The articles of incorporation or bylaws may prescribe additional qualifications for directors.
- Listing Requirements: The names of directors are rot required to be listed in the articles.
- The street address of the corporation's initial registered office and the name of its initial registered agent at that office, if any.
- The number of shares that the corporation is authorized to issue.
Minnesota permits optional provisions to be integrated into the articles of incorporation, such as:
- Duration of existence, if not perpetual.
- Cumulative voting for directors.
- The names of the initial directors.
- Actions by the board which require larger than majority vote.
- Non-shareholder voting rights.
- Regulating the powers of the corporation, its board of directors, and shareholders.
- The limitation or elimination of liability of directors regarding the breach of fiduciary duty to the corporation or the shareholders for monetary damages in certain situations.
A corporation may, but need not, have bylaws. Bylaws may contain any provision relating to the management of the business or the regulation of the affairs of the corporation not inconsistent with the articles of incorporation or any provision of Minnesota law.
Officers may be listed in the bylaws or elected by the board, and may appoint other officers, in compliance with the bylaws. A corporation must have one or more natural persons as officers, including at least a chief executive officer and a chief financial officer, each of whom must carry out certain state-mandated duties. Any officer may hold more than one office in the corporation, and may sign a document in more than one capacity only if the document indicates each capacity in which the officer is signing.
A corporation may, but is not required to, designate in its articles a registered agent. The registered agent may be a natural person residing in Minnesota, or a business entity formed or authorized to transact business in Minnesota. The registered agent must maintain a business office that is identical with the registered office.
Minnesota requires that every corporation maintain a registered office in this state
Under Minnesota law, a professional corporation (called a "professional firm") is formed in order to render services within one specific profession, subject to certain state exceptions. Professional corporations generally may not offer any other non-ancillary services and must comply with particular conventions in its choice of corporate name.
"Professional services" include medicine and surgery, a physician assistant, chiropractic medicine, registered nursing, optometry, psychology, social work, dentistry and dental hygiene, pharmacy, podiatric medicine, veterinary medicine, architecture, engineering, surveying, landscape architecture, geoscience, and certified interior design, accountancy or law.
Annual Registration Form:
A registration form must be filed with the Minnesota Secretary of State each year by December 31, except for the first calendar year of incorporation. This report must indicate:
Income Tax Rate:
- The corporation's name and its state of incorporation;
- The address of its registered office and the name of its registered agent at that office, if any;
- The address of its principal executive office, if different from the registered office address; and
- The name and business address of the officer or person exercising the principal functions of the chief executive officer of the corporation.
For information on the Minnesota state income tax rate, visit: http://www.taxes.state.mn.us/
S corporation status is recognized by the State of Minnesota.