Start an Minnesota Corporation

Forming a Minnesota corporation can be a complex undertaking, so we’ve created an easy-to-follow guide to help you get started. The following steps are for forming a for-profit, domestic C corporation.

To start a corporation in the North Star State, you must file the Articles of Incorporation with the Office of the Minnesota Secretary of State. These Articles legally form your corporation so that it can do business in the North Star State. Corporations are nationally and globally recognized, so you can expand outside of the state when the time comes to grow.

To simplify the process of forming a corporation in the state of Minnesota, we’ve put together the following steps to form your business. We’ll also walk you through the nuances of forming a professional corporation (PC), a type of specialized corporation formed by licensed professionals like doctors, lawyers, or accountants.

Step 1: Name your Minnesota corporation

The first step to take after deciding to form a corporation is choosing a name for your new business.

Minnesota Business Name Guidelines

As you brainstorm ideas, be aware of Minnesota naming laws, such as:

• The name must be in English or any other language expressed in English letters or characters.
• The name must contain “corporation,” “incorporated,” or “limited.” It can also contain an abbreviation of one of these words. “Company” or “Co.” may be used instead, as long as it isn’t immediately preceded by “and” or “&.”
• The name must be different from the name of each profit or nonprofit domestic (in-state) corporation, limited partnership, limited liability partnership, and Minnesota limited liability company.
• The name must be distinguishable from each profit or nonprofit foreign corporation, limited partnership, limited liability partnership, and limited liability company on file, authorized, or registered to do business in Minnesota.

Naming a Louisiana Professional Corporation

Naming a professional corporation looks slightly different because there are a few different rules to address. For starters, you’ll use a different designator: one of the following phrases, words, or abbreviations: “Professional Corporation”; “Professional Service Corporation”; “Service Corporation”; “Professional Association”; “Chartered”; “Limited”; “P.C.”; “P.S.C.”; “S.C.”; “P.A.”; or “Ltd.”

Minnesota law also states that your name can’t imply superiority. Last but not least, you’ll need to ensure that your name upholds any naming requirements enacted by your industry. These rules can vary from one profession to another, so please consult with your regulatory agency for full guidance.

Business Name Search

To find out if you can use the business name of your choice, you’ll need to do a business name availability search. You’ll need to create an online account to access this service offered by the Minnesota Secretary of State. It’s also a great idea to do an easy domain name search to see if the business name or variation of it is available to use as a website address.

Checking for trademarks

Before making the final decision on your business name, check to make sure it isn’t already trademarked at the state or federal level. After your corporation’s name is in use, you can apply for a trademark or service mark to further secure its protection. These marks can be the name of your company, a symbol, or a combination of such used to represent your goods or services. It will cost $50 to register your trademark with the state by mail and $70 in person. Online registration isn’t available.

At the federal level, you can register your trademark with the United States Patent and Trademark Office (USPTO), which affords greater protection if you want to do business outside of Minnesota. Registration with the USPTO costs $225 or $275 per class of goods or services. State and federal registrations are both valid for 10 years.

Reserving Your Corporation’s Name

Reserving your corporation’s name is optional, but it ensures that you have the sole rights to it for 12 months from the time of filing. You can do this by filing a request for name reservation with the Minnesota Secretary of State for $35. The street address for mailing is:

Minnesota Secretary of State – Business Services
First National Bank Building
332 Minnesota Street, Suite N201
Saint Paul, MN 55101

You can also pay $55 for expedited online or in-person filing. 

Filing a Certificate of Assumed Name

If you’ve already registered your corporation’s name but want to operate under a different name, you must file a Certificate of Assumed Name with the Minnesota Secretary of State. It costs $30 by mail and $50 online or in person. An assumed name is also known as a “doing business as” or DBA name. You’ll have to renew your Minnesota DBA certificate each year. It’s free to do so as long as the name is active and in good standing with the state.

By state law, you must publish your original Certificate of Assumed Name and any following amendments in a qualified legal newspaper for two consecutive issues. The notices must be published in the county where your principal place of business is located. You’ll receive proof of publication, known as an affidavit, after the notices have been published in the newspaper.

Step 2: Appoint directors

The people appointed to run the corporation are “directors.” They generally serve on a board that meets regularly to discuss business and make decisions. Directors set policy and represent shareholders. They want the corporation to run as smoothly as possible and prosper while doing so.

Who can serve as directors?

Directors don’t need to be the corporation’s owners, but they can be. In Minnesota, the first board members can be named in the Articles of Incorporation or elected by the incorporators or shareholders. State law requires there to be one or more directors. For professional corporations, the directors need to be licensed in the company’s stated profession.

How are directors chosen?

An organizational meeting is often held to choose directors before the corporation is officially formed. However, additional directors may be elected at the first annual meeting after incorporation or at any other time, as written in the company’s articles or bylaws. More on directors definition.

Step 3: Choose a Minnesota registered office

Every Minnesota corporation is required to have a registered office where service of process and other legal notices can be received for the corporation. You can also name a registered agent, who is a Minnesota resident or business acting as your corporation’s official recipient for service of process and other legal notices. You’re not required to appoint an agent in Minnesota, but, if you do, they must be located at the registered office.

You can appoint a registered agent when filing your Articles of Incorporation. They can be an individual, such as yourself, or a business entity, like us. The registered office must be a street address within Minnesota, not a P.O. box. The registered agent must always be available during normal business hours.

Reasons to Hire a Registered Agent Service

While it may be tempting to act as your Minnesota registered agent, there are many reasons to hire a registered agent service. For example, a registered agent service like ours can:

• Receive sensitive legal notices privately; you don’t want a process server showing up at your place of business in front of clients.
• Relay your documents to you securely and in a timely manner.

Step 4: File the Minnesota Articles of Incorporation

File Minnesota Articles of Incorporation with the Secretary of State to legally form your corporation for $135 by mail. You’ll send the document to the address listed above. If you need expedited online or in-person filing services, it’ll cost $. An optional Minnesota Business Snapshot survey is included at the end of the Articles form.

In some other states, the Articles of Incorporation are known as a Certificate of Incorporation or a Corporate Charter. Choose to file your articles in Minnesota if it’s going to be your primary place of business. If you expand in the future, you can file certificates with neighboring states to be authorized to do business in them.

What to Include in Your Articles of Incorporation

To file your Minnesota Articles of Incorporation, you’ll need the following information (all of this information will become part of the public record):

• Article 1: Corporation name.
• Article 2: Registered office and agent – Confirm the registered office address, which must be a Minnesota street address and not a P.O. box. List the name of the registered agent (if you choose to appoint one) available at this address to receive legal notices and official government correspondence in person during standard business hours.
• Article 3: Shares – List the total number of authorized shares. The minimum number is one. Shares of stock are units of ownership interest in a company. They can be used to gain investors publicly or privately to start or grow your business. Those who own shares are called shareholders. Shares are also a way to reward investors, as shareholders receive dividend payments from profits.
• Article 4: Incorporators – Provide the addresses and signatures of all incorporators. They must have a valid street address. Only one incorporator is required, and the individual must be 18 years or older. You may include two or more incorporators, with an additional sheet attached for more names and addresses.
• Contact: Below the incorporators’ signatures, fill in an email address where official notices from the Secretary of State can be sent. There’s a checkbox if you wish to exclude your email from bulk data requests. Also, list a name and daytime number for an individual who’s available to discuss the form as necessary.
• Statement of Professional Services Offered (PCs only): Professional corporations need to add an attachment to the Articles of Incorporation stating that they’ll be offering a professional service that is authorized under Minnesota Statutes, Chap. 319B, sub 19. This statement should also say that the Minnesota firm elects to operate and acknowledges that it is subject to Minnesota Statutes, Chapter 319B.01 to 319B.12. You can find the full details on what to include for this section in Section 319B.03 of the Minnesota Statutes.

Step 5: Create corporate bylaws

Incorporators or a board of directors need to set rules by which the corporation will operate to ensure proper operation and avoid disputes. These rules, known as corporate bylaws, are created and outlined in a binding legal document. For professional corporations, these bylaws need to adhere to any industry-specific requirements.

Minnesota corporations can create corporate bylaws but aren’t required to by law. It’s still suggested that you do so and include information about your business. Corporate bylaws may also provide provisions for the regulation or management of:

• Board of directors
• Committees
• Officers
• Meetings
• Conflict of interest
• Amending the bylaws

Step 6: Draft a shareholder agreement

A shareholder agreement contains the rights and responsibilities of your shareholders. The agreement helps ensure shareholder equality and protection. Their names, contact information, responsibilities, and voting rights should be outlined in the agreement. It should also cover details about:

• Distributing dividends
• Selling and transferring stock
• Amending the shareholder agreement
• Dividing assets if the corporation dissolves

Keep your shareholder agreement with your corporate records and legal documents. If you’re unsure how to draft a shareholder agreement, you can try an online template or seek professional legal services.

Step 7: Issue shares of stock

The number of authorized shares detailed in your Articles of Incorporation will need to be issued to shareholders. It’s required of all corporations to issue stock, and you’ll need to track how many shares have been issued and to whom. Shares are issued only once but can be sold or traded after their initial issuance.

Shares can be issued privately to those of your choosing or publicly to anyone who wishes to invest. If shares are issued publicly, your corporation is public and has to file quarterly statements with the U.S. Securities and Exchange Commission (SEC). To learn more about state regulations, contact the Minnesota Department of Commerce.

Issuing Stock as a Professional Corporation

Professional corporations have to be more selective about who they issue stock to; under state law, only professionals who are licensed in the corporation’s service are allowed to be shareholders in a PC. If, for some reason, a shareholder loses their license (non-compliance, retirement, etc.), then they’ll need to transfer their shares to a qualified shareholder promptly.

Step 8: Apply for necessary business licenses or permits

To comply with federal, state, and local government regulations, certain companies need to apply for additional business licenses or permits. These extra certifications may need to be applied for at the local, state, and/or federal levels. This step is especially important for professional corporations, which need to have licenses for their directors, shareholders, and employees who offer the company’s professional service.

There isn’t a one-stop shop to apply for business licenses and permits. They span across government agencies. To save yourself time and hassle, consider hiring a service like ours to research all the requirements.

Step 9: File for an EIN and review tax requirements

To file for a federal employer identification number (EIN), you’ll need to contact the Internal Revenue Service (IRS). Also known as a federal tax identification number, an EIN is a unique number like a Social Security number. The federal government uses it to identify your corporation. You’ll need it to pay federal taxes, hire employees, and open a business bank account. You can apply for an employer identification number online at the Internal Revenue Service website or let us help secure an EIN for you.

A tax ID number from the Minnesota Department of Revenue is also required for corporations to pay state business income taxes. To pay Minnesota sales tax, you can also register for a sales and use tax account.

Having a dedicated business bank account is critical for separating business and personal expenses, especially at tax time.

Step 10: Submit your corporation’s first report

Every Minnesota corporation must file an annual renewal (called an “annual report” in most states). It must be filed by Dec. 31 each year and contain the following information:

• File number issued by the Minnesota Secretary of State
• Home jurisdiction
• Corporate name
• Registered office address
• Registered agent, if any
• Principal executive office address
• Name and business address of the chief executive officer
• Email address for official notices

It’s free to file your annual renewal as long your Minnesota corporation is active and in good standing with the state.

How much does it cost to start a corporation in Minnesota?

Many variables affect startup costs for Minnesota corporations. It will at least cost $135 if you file your Minnesota Articles of Incorporation on paper through the mail. Minnesota charges higher fees for in-person and online filings.

Permits, licensing, business name reservation, assumed name registration, creating bylaws, drafting a shareholder agreement, and hiring a registered agent are just several steps that add more to your costs. Rely on our team of experts at ZenBusiness to handle the red tape, keep your business compliant, and assist with starting your small business.

What are the benefits of a corporation in Minnesota?

There are many advantages to forming a business entity like a corporation. For one, it establishes your company as an official business, which keeps your business and personal finances separate. It also allows for stocks to be issued and funds to be raised. A corporation can be recognized as a legit business outside the U.S., which is great if you have dreams of expanding globally.

Minnesota also offers a variety of business incentives, such as tax breaks and financial assistance, to encourage new and growing corporations within the state.

How is a Minnesota corporation taxed?

Corporations in Minnesota pay state and federal taxes unless they’re a nonprofit that’s tax-exempt. Your company is taxed as a C corporation unless it applies to be taxed as an S corporation (please see our “What is an S Corp?” page). C corporations pay a corporation franchise tax and federal income tax. An S corporation pays a Minnesota S corporation tax. 

To be taxed by Minnesota, corporations must be located in Minnesota, have a business presence in the state, or have a Minnesota gross income to be subject to the franchise tax. Other state, local, and federal taxes may apply, so it’s best to speak to a tax professional to ensure you understand all the taxes that your corporation will need to pay.

We can help

No matter where you are in your phase of business ownership, we’re here to help you start a new corporation as smoothly as possible (note: we don’t currently support formation services for professional corporations). Want to start a Minnesota LLC instead of a corporation? We can help there, too! Whether you’re in St. Paul or St. Cloud, our suite of products and services is here to help you start, run, and grow your business. Reach out to us today!