For already prepared documents, skip to step 3
Step 1: Check Name Availability
Choose three corporate names in order of preference and we check for availability.
Step 2: Prepare or Upload your Articles
Our online form will walk you through all required information.
Step 3: Specify Service Level and Service Options
Select the appropriate filing package or choose from the a la carte options.
Routine: 2 - 4 Business Days
Rush: 24 Hours
Email confirmation within one hour during normal business hours.
Your filing is now on its way!
If we receive your Minnesota Articles of Incorporation by 12 p.m. PST M-F, your corporation will be submitted and could be active the same day. This means your company will be given the submission date as your file date. If you mail the document to the state, like many filing services do, it will take several weeks longer for proof of filing.
Your Post-Filing Responsibilities
- File a Statement of Information: After the Articles of Incoproation are filed, the Secretary of State requires that you file a Statement of Information.
- Employer Identification Number: If you would like, we can obtain your EIN for your new company. Add it to your order and we will obtain the EIN within 24-48 hours.
- Minnesota Corporate Kit: Our Kits include a custom binder, seal embosser, bylaws and meeting minutes, 20 Stock certificates, and more. You can order you kit at the time of filing or if you prefer, you can place the order individually at our Corporate Kit order page.
Add these optional services to your order at the time of filing:
- Certificate of Good Standing: You may need additional copies if you are going to qualify or register in other states. Most certificates are good for 90 days.
- Additional Certified Copy of Articles: You may need this in the future for banks, loans, or professional licensing requirements.
The SunDoc Filings Advantage
- We have filed thousands of documents since 1999
- All filings received by 12 p.m. PST are submitted same day
- Most filing companies mail in your filings
Minnesota Corporate Formation Guidelines
The corporate name must contain the word "corporation," "incorporated," "limited" or an abbreviation of any of these words or "company" or "Co." if not immediately preceded by "and" or "&". A corporate name found to be available may be reserved with the Secretary of State for a 12 month period for a filing fee of $35.
It is acceptable to state, either alone or with a specific purpose clause, “The purposes for which the corporation is organized shall be to transact any and all lawful business for which corporations may be incorporated pursuant to the provisions of Chapter 302A, Minnesota Statutes.”
AUTHORIZED SHARES AND MINIMUM PAID IN CAPITAL
There is no minimum or maximum number of authorized shares since state incorporation fees are not based on the share structure. There is no minimum amount of paid in capital required to commence business.
Preemptive rights are granted in absence of a specific denial.
Cumulative voting is automatically granted unless specifically denied.
REGISTERED AGENT AND REGISTERED OFFICE
The corporation must maintain a registered agent and office to receive service of process in Minnesota.
The minimum number of directors is one (1).
LIMITATION OF DIRECTORS' PERSONAL LIABILITY
The Articles of Incorporation may contain, within the limitations prescribed by Chapter 302A, Minnesota Statutes, a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for the breach of fiduciary duty as a director.
Minimum number of incorporators is one (1) (a natural persons of at least 18 years of age) and there is
no requirement that the incorporator be a resident of Minnesota.
Submit to the Secretary of State one (1) executed original of the Articles of Incorporation. The
Secretary of State will issue a Certificate of Incorporation to the corporation.
SCHEDULE OF OFFICIAL STATE DISBURSEMENTS AND FEES
$135 filing fee (add $20, if expedited service is required)
Minnesota Corporate Frequently Asked Questions
Why choose SunDoc Filings?
SunDoc Filings can help you form a Minnesota corporation with the Minnesota Secretary of State on an expedited basis. To form a corporation in Minnesota or form a Minnesota subchapter S corporation, you must file the Minnesota Articles of Incorporation with the Minnesota Secretary of State. SunDoc Filings has been forming Minnesota corporations since 1999 and knows the state’s requirements to handle your formation professionally and without delay. Let us make the Minnesota incorporation process quick and painless for you by preparing and filing the Minnesota Articles of Incorporation with the Minnesota Secretary of State on your behalf.
How do I form a Minnesota Corporation?
First, we check corporate name availability with the Minnesota Secretary of State. Second, we prepare the Minnesota Articles of Incorporation. Third, before we form the Minnesota corporation, we verify that the Articles of Incorporation are free of errors. Fourth, we file the Articles of Incorporation with the Minnesota Secretary of State. Fifth, when the Minnesota Secretary of State files the Minnesota Articles of Incorporation, we will return the filed document to you.
What are the advantages of forming a Minnesota Corporation?
To begin with, there is the protection of the "corporate veil" that provides limited liability to the owners (shareholders). The shareholders are not personally liable for debts and obligations of the corporation. They can personally lose only to the extent of their investments in the Minnesota corporation form purchasing stock. Since the Minnesota corporation is an independent legal entity, the Minnesota corporation has continuous existence. It does not cease to exist simply because one of the shareholders dies or retires. Corporations often have an easier time setting up insurance, retirement funds, profit-sharing, pension, and stock option plans than other business entities.
When you form an Minnesota corporation, the owners (shareholders) are not personally liable for the debts and obligations of the Minnesota corporation. Ownership in an Minnesota corporation is more easily transferable than other business entities. Under most circumstances, shares of stock can be sold without restriction to a third party without having to obtain consent from the Minnesota corporation itself.
How do I obtain an EIN or Employer Identification number or Tax Payer ID number for my Minnesota Corporation?
After we form an Minnesota corporation on your behalf, we offer supporting services. We can obtain an employer identification number (an EIN) for your Minnesota corporation. An EIN is required to open a bank account, hire employees, and to start business credit for your Minnesota corporation. If you purchase our Minnesota premium package, EIN obtainment is included for your Minnesota corporation.
How do I form a Minnesota S Corporation?
It is important to understand that your Minnesota S corporation starts as a general stock corporation (C corporation). To obtain or to form an Minnesota S corporation, you must file for subchapter S status with the Internal Revenue Service (IRS). Forming an Minnesota S corporation simply means the corporation is taxed like a partnership or LLC with a pass through tax structure. Make sure to check with your accountant or the IRS for limitations or read about Minnesota C corporations below. By obtaining S corporation status in Minnesota, it eliminates double taxation and the corporation generally does not file a tax return. On their tax return, the Minnesota S corporation's shareholders include their share of the Minnesota Corporation's separately stated items of income, deduction, loss, and credit, and their share of non-separately stated income or loss.
What are the advantages of a C Corporation in Minnesota?
Generally most people form Minnesota C corporations that plan on publicly trading the corporation's stock. Since Minnesota S corporations cannot have more than 75 shareholders, choosing to maintain an Minnesota C corporation allows for 76 shareholders or more. An Minnesota C corporation can have multiple classes of stock such as preferred and common shares. An Minnesota C corporation will be double taxed since both the corporate entity and the individual owners have to file tax returns. However, an Minnesota S corporation can only be owned by individuals that are U.S. citizens or registered aliens, issue only one type of stock, and are limited to no more than 75 shareholders.
How do I obtain or prepare corporate bylaws for my Minnesota Corporation?
If you purchase our premium package, Sun will prepare the initial bylaws (standard language) for your Minnesota corporation and include meeting minutes (MS Word format) that you can prepare as needed.
What are the corporate bylaws and why are they so important for my Minnesota corporation?
The corporate bylaws serve as a blueprint for your Minnesota corporation The bylaws contain the rights, privileges, and powers of the officers, directors, and shareholders. Most Minnesota bylaws contain the number of directors and their names. Minnesota bylaws also contain the names of the officers for the titles: President, Vice-President, Secretary, and Treasurer/Chief Financial Officer (CFO).
Another important part of Minnesota corporation bylaws is to create "rules" on how the Minnesota corporation can open a bank account, take out loans, write checks, enter into contracts, obtain business credit, and issue stock certificates to its shareholders. Most Minnesota bylaws will reference a list of shareholders in alphabetical order that includes Minnesota shareholder's names, addresses, titles held with the Minnesota corporation, and the amount of shares the shareholder owns in the Minnesota corporation.
What is an Minnesota corporate seal?
After the Minnesota corporation prepares its bylaws or has Sun prepare the bylaws, the Minnesota corporation will need a corporate seal. A corporate seal is a handheld device that imprints paper with the corporation's name, state of formation, and date the Minnesota corporation was formed. Many banks and other lending institutes require Minnesota corporations to possess and use a corporation seal on business documents or loan papers. All Minnesota corporation kits that Sun sells contain a handheld corporate seal embosser.
What is a Minnesota corporate kit?
The Minnesota corporate kit is typically a hardbound binder that contains all of the Minnesota corporation's important documents such as the Minnesota Articles of Incorporation and bylaws. All the Minnesota corporation kits that Sundoc sells include having the Minnesota corporation's name hot stamped (professional imprint of the Minnesota corporation's name) on the spine. Most Minnesota corporation kits come with a slipcase to keep the binder safe. Some corporate kits are made with a slipcase built in. The choice is yours.
Another important part of an Minnesota corporate kit is stock certificates. All of the Minnesota corporate kits that Sundoc sells contain 20 custom stock certificates that include the Minnesota corporation's name, the amount of shares, the par value the corporation is authorized to issue, and the title of President and Secretary below the signature lines. If you have already formed your Minnesota corporation, you can order an Minnesota corporate kit by placing the order individually at our Corporate/LLC Kit order page. We have a selection of high quality kits that come in array of styles and colors.
Now that you have formed your Minnesota corporation, obtained your EIN from the IRS, decided upon whether to elect S corporation status or remain a C corporation, prepared the Minnesota bylaws, issued shares of stock, and used your seal embosser, it is time to verify which local city and/or county tax licenses your business will need. The best place to start is your city hall or county recorder's office. Take the time to verify your areas business licensing requirements. For those of you who plan to run your Minnesota corporation out of your home, check with your city or county to find out if a work at home permit is required. Once your licensing requirements are met, it is time to start operating your Minnesota corporation