Minnesota Articles of Incorporation
Minnesota articles of incorporation form a corporation by filing with the Secretary of State for $135 by mail, setting the name, registered office, and shares. Attorney review available.
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Introduction
Minnesota rolls its corporate franchise tax into the corporate income tax rather than charging a separate flat entity fee, but a business corporation still comes into existence only when its Articles of Incorporation are filed under Chapter 302A with the Minnesota Secretary of State, creating it as a separate legal entity. Filing brings the corporation into existence so it can own property, sign contracts, and give its owners limited liability for the corporation's debts. Minnesota law requires the articles to contain the corporation's name, the address of its registered office and the name of its registered agent (if any) at that address, the aggregate number of shares it has authority to issue, and the name and address of each incorporator (Minn. Stat. 302A.111). The filing fee is $135 by mail and $155 online or in person. After the corporation is formed, Minnesota's corporate franchise tax is its corporate income tax, charged at 9.8% of Minnesota taxable income, plus a minimum fee under Minn. Stat. 290.0922 that is $0 when the corporation's Minnesota property, payroll, and sales are below $1,020,000; there is no flat minimum entity tax like California's $800. Every Minnesota corporation must file an annual renewal with the Secretary of State by December 31 each year, and there is no fee for a domestic business corporation. DocDraft builds your Minnesota articles of incorporation from your facts, with attorney review available before you file.
Key Things to Know
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A Minnesota business corporation is created as a separate legal entity by filing its articles of incorporation under Chapter 302A with the Secretary of State.
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You file the articles with the Minnesota Secretary of State and pay $135 by mail or $155 online or in person. The Secretary of State is the filing office for forming a Minnesota corporation.
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Minnesota requires the articles to contain the corporation's name, the address of its registered office and the registered agent (if any) at that address, the aggregate number of shares it has authority to issue, and the name and address of each incorporator (Minn. Stat. 302A.111).
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The articles must state the address of a registered office in Minnesota; naming a registered agent is optional for a domestic corporation, but if named, the agent's address must be the registered office (Minn. Stat. 302A.111, 302A.123).
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Minnesota's corporate franchise tax is its corporate income tax, charged at 9.8% of Minnesota taxable income, plus a minimum fee under Minn. Stat. 290.0922 that is $0 when Minnesota property, payroll, and sales are below $1,020,000. There is no flat minimum entity tax like California's $800.
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Every Minnesota corporation must file an annual renewal with the Secretary of State by December 31 each year. There is no fee for a domestic business corporation, but missing the renewal leads to administrative dissolution.
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Articles of incorporation form a corporation. To form a Minnesota limited liability company you file articles of organization under Chapter 322C instead, and corporate bylaws are a separate internal document the corporation keeps rather than files.
Key decisions before you file
Before you file a Articles of Incorporation in Minnesota, a few decisions shape the document: which option to choose and what each one means. The Articles of Incorporation guide walks through them.
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Minnesota Requirements for Articles of Incorporation
File Articles With the Secretary of State
A Minnesota business corporation is formed by filing Articles of Incorporation under Chapter 302A with the Minnesota Secretary of State. The filing fee is $135 by mail and $155 online or in person. The corporation legally exists once the Secretary of State files the articles.
Corporate Name
The corporation name in the articles must be distinguishable from other entities on file with the Minnesota Secretary of State. A corporate designator such as Corporation, Incorporated, or Limited, or an abbreviation, may be used (Minn. Stat. 302A.111, 302A.115).
Registered Office and Agent
The articles must state the address of a registered office in Minnesota. Naming a registered agent at that office is optional for a domestic corporation, but if named the agent address must be the registered office (Minn. Stat. 302A.111, 302A.123).
Incorporators
The articles must state the name and address of each incorporator. An incorporator signs the articles and does not have to be an owner, director, or officer of the corporation (Minn. Stat. 302A.111).
Authorized Shares
The articles must state the aggregate number of shares the corporation has authority to issue, and a Minnesota corporation must be authorized to issue at least one share. If more than one class or series is authorized, the articles must state the designation and rights of each (Minn. Stat. 302A.111).
Annual Renewal Due December 31
Every Minnesota corporation must file an annual renewal with the Secretary of State by December 31 each year. There is no fee for a domestic business corporation, but missing the renewal leads to administrative dissolution.
Corporate Franchise Tax
Minnesota corporate franchise tax is its corporate income tax at 9.8% of Minnesota taxable income, plus a minimum fee under Minn. Stat. 290.0922 that is $0 below $1,020,000 of Minnesota property, payroll, and sales. There is no flat minimum entity tax like California $800. Confirm how it applies with the Department of Revenue or a tax professional.
Corporation Versus LLC
Articles of incorporation form a corporation. To form a Minnesota limited liability company you file articles of organization under Chapter 322C instead. Corporate bylaws are a separate internal document the corporation keeps rather than files with the state.