How to Start a Corporation in Minnesota
As a business owner in the state of Minnesota, you may be considering whether registering your business as a corporation is the right way to go.
To take advantage of the benefits of a Minnesota corporation, you will be required to first file the Articles of Incorporation with the Minnesota Secretary of State.
After this is done, all that is left to do is draft some corporate bylaws and appoint your initial director(s).
We’ll show you how to start a corporation in Minnesota yourself.
Or, simply use a professional service:
Forming a Corporation in Minnesota is Easy
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Step 1: Name Your Minnesota Corporation
Step 2: Choose a Registered Agent
Step 3: Hold an Organizational Meeting
Step 4: File the Articles of Incorporation
Step 5: Get an EIN
For a look at corporation formation in every state, check out our other How to Start a Corporation guides.
Not sure if a corporation is right for you? Check out our LLC vs. Corporation guide to help you make your decision.
Step 1: Name Your Minnesota Corporation
Choosing a business name is the first step in starting a corporation.
1. Minnesota naming guidelines:
- The name you select for your corporation must align with the purpose that is outlined in its articles of incorporation.
- A corporation’s name is prohibited from including words or phrases that suggest the business engages in illegal activities.
- No names that include words or phrases alluding to some connection between your company and a government agency (e.g. FBI or the State Department) are not allowed.
- Certain restricted words (such as University, Attorney, or Bank) can only be used in a business name if you possess the required paperwork and a licensed employee.
- All names are required to be distinct from all existing businesses in the State of Minnesota.
Read the Minnesota state statute regarding corporation naming guidelines for more information.
2. Is my corporation name available in Minnesota?
Your Minnesota corporation name must be unique and distinguishable from other business names in Minnesota. Use the Minnesota Secretary of State’s Business Search Portal to determine if your desired business name is available.
3. Is the URL available?
Before registering your Minnesota corporation, you’ll need to check if a good URL is available for your business name. It’s important to secure your URL right away.
Step 2: Choose a Minnesota Registered Agent
You must appoint a Minnesota registered agent, also known as a resident agent, when registering your corporation with the Minnesota Secretary of State.
A registered agent is an individual or entity appointed to receive service of process, government correspondence, and compliance documents on behalf of a business.
Your registered agent can be an individual, business entity, or professional registered agent service. Any member of the corporation or individual can serve as your Minnesota registered agent as long as the person:
- is 18 years or older
- has a physical address in the state where business activity is conducted
- is available (in person) during normal business hours
Recommended: Northwest offers one year of free registered agent services with their corporation formation package ($29 + State Fees).
Step 3: Hold an Organizational Meeting
Before you officially file the Articles of Incorporation in Step 4, you will need to hold an organizational meeting to complete the following tasks:
- Fill-out and execute the Articles of Incorporation
- Create and approve bylaws
- Select your initial director(s)
- Determine your share structure
- Execute an Incorporator’s Statement
Create and Approve Corporate Bylaws
Bylaws are the rules that determine how your organization will be governed and run. For detailed instructions on creating your bylaws, read our corporate bylaws guide.
Appoint Initial Directors
You must appoint at least one director who will oversee your Minnesota corporation until the first shareholders’ meeting.
A corporate director is in charge of the adoption, amendment, and repeal of operational bylaws as well as the election, supervision, and removal of officers.
After forming the corporation, the incorporator(s) — or initial director(s), if named on the formation documents — should call an organizational meeting. During this initial meeting, either the incorporator(s) will elect the board of directors or the initial director(s) will elect the officers.
Choose a Share Structure and Strategy
A share of stock is the unit of ownership of a corporation. Each share of stock represents a percentage of ownership of the company. For example, if a corporation issues one share of stock the shareholder (stock owner) would then own 100% of the corporation.
Shares can be structured into classes. Each class, termed a share class, holds different rights and privileges. You can have multiple classes and each class can hold any number of shares.
Authorized Shares: the number of shares the corporation is allowed to issue.
Issued Shares: the total number of shares actually issued to shareholders.
Share Class: a group of shares that has a unique set of rights and privileges.
The Articles of Incorporation form issued by the Minnesota Secretary of State can only be used to start a corporation with one share class. If the corporation needs a multiple share class structure, you must compose your own Articles of Incorporation.
Create and Execute an Incorporator’s Statement
The incorporator(s) should sign an Incorporator’s Statement with complete names and addresses of each initial director and store it in the corporate records book.
This document names the initial director(s) that will serve until the board of directors is elected during the first shareholder’s meeting. It should be stored with the rest of your corporate records.
Step 4: File the Minnesota Articles of Incorporation
You will need to file the Minnesota Articles of Incorporation to set up a corporation in Minnesota. You can file it by mail, in person, or online with the Minnesota Secretary of State. The filing fee is $155 for online and expedited, in-person filings or $135 if filing by mail.
This document will cover the basics of your corporation, including:
- Corporate name
- Corporate registered agent name and street address
- The number of authorized shares the corporation is allowed to issue
- Incorporator(s) name(s) and address(es)
File the Minnesota Articles of Incorporation
Option 1: File Online With the Minnesota Secretary of State
File Online- OR -
Option 2: File the Articles of Incorporation by Mail or In Person
Download FormFiling Cost: $155 online or in person; $135 by mail
Filing Address:
Minnesota Secretary of State - Business Services
Retirement Systems of Minnesota Building
60 Empire Drive, Suite 100
St Paul, MN 55103
Step 5: Get an EIN for Your Minnesota Corporation
An Employer Identification Number (EIN) is used by the federal government to identify a business entity. It is essentially a Social Security number for the company. An EIN is needed:
- To open a bank account for the company
- For federal and state tax purposes
- To hire employees
Get an EIN
Option 1: Request an EIN from the IRS
- OR -
Option 2: Apply for an EIN by Mail or Fax
Mail to:
Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999
Fax: (855) 641-6935
Fee: Free
Running Your Corporation
It is very important to adhere to the formalities of running a corporation. Read our How to Run a Corporation guide to learn more.
Taxes, Annual Reports, & Licensing
Minnesota State Corporation Tax Requirements
Depending on the nature of your business, you may be required to register for one or more forms of state tax:
Minnesota Sales Tax
If you’re selling a product, you’ll typically need to register for a seller's permit through the Minnesota Department of Revenue's website. This allows a business to collect sales tax.
Minnesota Employer Taxes
If you hire employees, you will need to register for Minnesota employer taxes through the Minnesota Department of Revenue’s website. This includes Employee Withholding Tax, Unemployment Insurance Tax, and Disability Insurance.
Minnesota Corporation Licenses and Permits
To operate your corporation in Minnesota, you must comply with federal, state, and local government regulations. For example, restaurants likely need health permits, building permits, signage permits, etc.
Learn more in our Minnesota Business License guide.
File the Minnesota Corporate Annual Renewal Form
You must file the Minnesota Corporate Annual Renewal form by Dec. 31 of each year beginning in the calendar year following your corporation’s incorporation. You can file online (after registering) or submit a hard copy. Detailed instructions are included on the Secretary of State's website. There is no fee for filing the annual renewal if the corporation is active and in good standing.
Corporate Dissolution & Minnesota Good Standing
How to Get a Minnesota Certificate of Good Standing
A Certificate of Good Standing verifies that your Minnesota corporation was legally formed and has been properly maintained.
You can request a Certificate of Good Standing in Minnesota online, by mail, or in person. For mail and in-person requests, you must fill out the Business Certificate/Copy Request Form. To request a certificate online, you must first search for your corporation, click “Details,” and then select “Order Certificate.” The fee is $15 for online orders and $5 for orders made in person or by mail.
Request a Minnesota Certificate of Good Standing
Option 1: Request a Certificate Online With the Minnesota Secretary of State
Request Online- OR -
Option 2: Request a Certificate by Mail or In Person
Download FormFee: $15 online; $5 in person or by mail
Filing Address:
Minnesota Secretary of State - Certification
Retirement Systems of Minnesota Building
60 Empire Drive, Suite 100
Saint Paul, MN 55103
How to Dissolve a Corporation in Minnesota
If at any point you would like to permanently stop doing business, or close your business, it is important to officially dissolve your corporation. Failure to do so in a timely fashion can result in tax liabilities, penalties, or even legal trouble.
There are five main steps to close your Minnesota corporation:
- Stop doing business
- Hold a board meeting, vote on dissolution, and record the meeting in the corporation minutes
- File the Intent to Dissolve form (if your corporation already issued shares) and the Articles of Dissolution with the Minnesota Secretary of State
- Close your federal and state business tax accounts with the IRS and Minnesota Department of Revenue
- Close your business bank accounts
File Dissolution Documents
Minnesota corporations have two options for filing dissolution documents: one if the corporation has yet to issue shares and one if it already issued shares.
Articles of Dissolution (Prior to Issuing Shares)
If your corporation has yet to issue any shares, you should file this Articles of Dissolution form. You can file by mail, in person, or online. If you file online or in person, the fee is $55. Filings by mail cost $35.
Articles of Dissolution (After Issuing Shares)
If your corporation already issued shares, you must file the Intent to Dissolve form and then this Articles of Dissolution form. You can file both forms by mail, in person, or online. If you file online or in person, the fee for each form is $55. Filings by mail cost $35 per form.
Is a Corporation Right For You?
An LLC provides limited liability protection without corporate complexity.
Find out if an LLC is the right structure for you.
Steps After Forming a Corporation
After forming a corporation, you’ll want to protect your personal and business assets and build credit.
Taking these steps will set your business up for success:
- Open a Business Bank Account
- Open a Business Credit Card
- Establish and Build Business Credit
- Get Insurance
- Protect Your Corporate Veil
Form a Corporation with Northwest for $29 Plus State Fees
Minnesota Corporation FAQ
Starting your corporation in Minnesota will require you to file the Articles of Incorporation with the Secretary of State. The cost is $135 to file by mail and $155 online or in person.
Additionally, it is recommended that you hire a professional service to act as your registered agent, which will slightly increase your total startup cost.
See our Should I Use a Registered Agent Service to decide whether or not this is the correct option for you.
LLCs are typically cheaper and simpler to start and run, and retain a higher degree of autonomy when it comes to how they can operate.
In contrast, corporations can be more expensive to form, and require more upfront knowledge to run legitimately. That being said, they are far better for attracting venture capitalists and/or other private investors.
See our Why Investors and Venture Capitalists Like C Corporations for a more in-depth explanation.
The Minnesota Secretary of State indicates that they are able to process your Articles of Incorporation within a couple of weeks after you file them.
However, mail filings can take a little longer due to the delay that occurs before they are received.
You can read more about the document that officially creates your Minnesota corporation in our What Are Articles of Incorporation article.
While perhaps not as simple to start as an LLC, the additional time and effort required to start a corporation will be a worthwhile investment after you begin to grow your business and attract investors.
To find out more about the formation process of a corporation, see our How to Start a Corporation in Minnesota article.
Yes. Generally speaking, forming an LLC is more affordable and a lot more simple to maintain than a corporation.
On the other hand, a corporation can be advantageous for the business owners that are looking to attract silent partners.
This is due to their corporate structure (e.g., can distribute dividends, have stock, etc.).