Form a Corporation in Minnesota
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How to Incorporate in Minnesota
Incorporating your Minnesota business is a straightforward and simple process, and below, you’ll learn everything you need to know about the requirements. SunDoc Filings is a leading business filing company that specializes in incorporating in the State of Minnesota.
It’s not necessary to have an attorney on your side when filing paperwork for an incorporation. However, it’s wise to have professional consultation on related matters. This article does not provide professional legal, tax, or accounting advice. For particular advice about your unique situation, always speak to a licensed professional.
When it comes to filing the paperwork for your State of Minnesota incorporation, choose SunDoc Filings every time.
In order to create your corporation, you’ll need to file Articles of Incorporation with the Minnesota Secretary of State. One of the first steps will be finding a company name that’s available to you. You also need to know which type of corporation you want, your new corporate address, and who you’re registered agent will be. Additionally, you’ll have to know the number of shares you’ll authorize the corporation to issue, and (often) the number of shareholders you’ll have as well (this will depend on which corporation type you choose).
Additionally, you will need to have an EIN or federal tax ID number. This can be obtained at no charge from the IRS. You will have to know who your corporate officers and directors will be too. And finally, you’ll need to have an initial Board of Directors meeting where you will adopt your bylaws and appoint officers. Bylaws are not required to be filed with the state, and officers are not required to be listed in your articles incorporation. But you’ll need to keep them for your own records.
The General Stock Corporation is the most common type of corporation. It has an unlimited potential number of shareholders. You may choose to set a limit of shareholders in your articles on the number of shareholders as well (not to exceed 35). This is called choosing to be a Close Corporation. For certain professionals, a Professional Corporation is mandated by the State of Minnesota.
The forms supplied by Minnesota for download meet the minimum requirements of the Minnesota Corporations Code, but you can create your own to meet your specific needs. Your attorney may well draw up a document from scratch.
To illustrate: the default articles of incorporation limit the corporation to one class of shares. This can be changed in a custom document. Similarly, initial directors can be named in the articles if desired, provided that all directors are included and sign the document.
It is essential that every corporation have 3 officers: President, Secretary, and Treasurer. It’s possible for one person to fill all of these rolls if you like. For the most part, Minnesota corporations have to have at least 3 directors. This is true except in specific cases when shares have not been issued or when there are less than 3 shareholders. Generally speaking, the number and limit of directors will be outlined in your bylaws — unless it is stipulated in the articles of incorporation.
You must file an amendment with the state in order to change your articles of incorporation. The bylaws are generally amended by a vote of directors and shareholders in a formal meeting. Methods and times of meetings, as well as such things as powers of directors, are set forth in the bylaws, in accordance with relevant provisions of Minnesota law. Minutes must be kept of meetings.
A corporation stores stock papers, bylaws, company documents, and meeting minutes in a Corporate Records Book. Corporate Kits are useful compilations of standard documents to run the corporation, customized to your state and including such things as a corporate seal embosser, stock certificates, meeting minutes, and more. SunDoc can supply you one if you like. Please see our Minnesota Corporate Kit page.
All Minnesota corporations need to have a registered agent. This is an individual or company who will be available at reliable times and at a known address during regular business hours. They need to be available for legal and various other communications from the state of Minnesota. SunDoc Filings also provides this service to help you outsource your company’s routine. To find out more about the service, see our article entitled, What is a Registered Agent? Why Do I Need One?
It is essential that the name you choose for your corporation when filing your articles of incorporation is clearly available for use in the state of Minnesota. This should be according to Secretary of State records. If your name is not available, the Secretary of State will reject your filing. Additionally, you cannot use a name that too closely resembles any other company’s name so as to lead to deception, and you cannot choose a name that misleads the public in anyway. Additional statutory requirements are also in place.
It’s important to take some time and effort when choosing your company name. This is both to comply with the law and for your own best branding. You can run your own name searches in the State of Minnesota, or SunDoc can conduct name searches or reserve your corporation name for you.
EIN – Employee Identification Number
At no charge, you can apply for your EIN by submitting Form SS4 to the IRS. Additionally, SunDoc can apply for your EIN on your behalf. Check out our EIN page for further information.
For immediate assistance and to speak to a live voice, please call us toll-free during business hours of 8am-5pm (PST) at 1-888-595-2747.
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