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Incorporating in Minnesota

For complete and current information concerning Minnesota corporations you should go to the Minnesota Secretary of State web site. The following is not an attempt to present all you need to know when forming a corporation in Minnesota  but rather to call your attention to just some of the basic information and requirements you may want to know as you submit information to form your corporation.

The information herein is cited from the Minnesota Secretary of State web site and the Minnesota Statutes. While we make every effort to ensure its accuracy, MaxFilings cannot and does not guarantee that all of the information is accurate or complete and/or current and it should therefore be independently verified.

Minnesota corporation name:
A Minnesota corporation’s name must be in the English language or another language expressed in English letters or characters. The name must contain the word "corporation," "incorporated," or "limited," or an abbreviation there, or the word "company" or the abbreviation "Co." provided that word or abbreviation is not immediately preceded by "and" or "&". The name cannot contain a word or phrase that indicates or implies it is incorporated for other than a legal business purpose. The name must be distinguishable upon the records in the Office of the Secretary of State from the names of other business entities authorized or registered to do business Minnesota, or reserved in accordance with the state’s laws.

Minnesota corporation board of directors:
A Minnesota corporation’s board of directors shall consist of one or more directors, the number being fixed by, or in the manner provided in, the articles of incorporation or bylaws. Directors must be natural persons. Any additional qualifications for directors may be imposed by, or in the manner provided in, the articles of incorporation or bylaws. Members of the first board may be named in the articles of incorporation, or elected by the incorporators as provided by state law, or elected by the shareholders. The method of electing board members may be set forth in the articles of incorporation or bylaws.

Minnesota corporation officers:
A Minnesota corporation shall have one or more natural persons exercising the functions of the offices, however designated, of chief executive officer and chief financial officer. The board of directors may elect or appoint, in a manner prescribed in the articles of incorporation or bylaws or in a resolution, any other officers or agents the board deems necessary for the operation and management of the corporation. They shall have the powers, rights, duties, responsibilities, and terms in office provided for in the articles of incorporation or bylaws or set forth by the board. The same person may simultaneously hold any number of offices or functions. If a document must be signed by persons holding different offices or functions and the same person holds or exercises more than one of those offices or functions, that person may sign the document in more than one capacity providing the document indicates each capacity in which they sign.

Minnesota corporation shareholders’ and directors’ meetings:
Regular shareholders’ meetings may be held annually or on another less frequent periodic basis. Regular shareholders’ meetings do not have to be held unless required by the articles of incorporation or bylaws, or if a regular shareholders’ meeting has not been held during the immediately preceding 15 months, a shareholder or shareholders holding at least three percent of the voting power of all shares entitled to vote may demand a regular shareholders’ meeting by written notice of demand given to the corporations’ chief executive officer or chief financial officer. Within 30 days after receipt of such a demand, the board of directors shall, at the corporation’s expense, cause a regular shareholders’ meeting to be called and held on notice no later than 90 days after receipt of the demand. Regular shareholders’ meetings shall be held on the date and at the time and place fixed by, or in a manner authorized by, the articles of incorporation or bylaws, except that shareholders’ meetings called by or at the demand of shareholder(s) shall be held in the county where the corporation’s principal executive office is located. The election of directors is the only business that is required at regular shareholders’ meetings. Special shareholders’ meetings may be called for any purpose(s) at any time, by the chief executive officer, the chief financial officer, two or more directors, a person authorized to do so in the articles of incorporation or bylaws, or a shareholder or shareholders holding at least ten percent of the voting power of all shares entitled to vote, except that a special meeting for the purpose of considering any action to directly or indirectly facilitate or effect a business combination, including any action to change or otherwise affect the composition of the board of directors for that purpose, must be called by at least twenty five percent of the voting power of all shares entitled to vote.

Board of directors’ meetings may be held from time to time as set forth in the articles of incorporation or bylaws. Meetings may be held at any place in or out of Minnesota selected by the board. If the board fails to select a place for a meeting, the meeting shall be held at the corporation’s principal executive office, unless the articles of incorporation or bylaws provide
otherwise. Unless the articles of incorporation or bylaws provide for a different time period, a director may call a special board of directors’ meeting by giving at least ten days' notice or, in the case of organizational meetings pursuant to section 302A.171, subdivision 2, at least three days' notice, to all directors of the date, time, and place of the meeting. The notice need not state the purpose of the meeting unless required by the articles of incorporation or bylaws.

Minnesota corporation reporting:
The secretary of state must send annually to each corporation at the registered office of the corporation a postcard notice announcing the need to file the annual registration and informing the corporation that the annual registration may be filed online and that paper filings may also be made, and informing the corporation that failing to file the annual registration will result in an administrative dissolution of the corporation. Each calendar year beginning in the calendar year following the calendar year in which a corporation incorporates, the corporation must file with the secretary of state by December 31 of each calendar year a registration containing the following information: (1) the name of the corporation; (2) the address of its principal executive office, if different from the registered office address; (3) the address of its registered office and the name of the registered agent, if any; (4) the state of incorporation; and (5) the name and business address of the officer or other person exercising the principal functions of the chief executive officer of the corporation.

If the corporation has not filed the registration during any calendar year, the secretary of state must issue a certificate of administrative dissolution and the certificate must be filed in the Office of the Secretary of State.

Minnesota taxes:
Visit the Minnesota Department of Revenue web site.

Minnesota Registered Agent:
Minnesota corporations are required to have a registered agent in Minnesota. By having MaxFilings provide you with a professional registered agent, you can be assured that all legal documents, tax documents, annual reports, and correspondence with the state and regulatory agencies will be handled promptly, professionally, and efficiently.

Start forming your corporation now:
If you’re ready to form a Minnesota corporation with MaxFilings, you can start entering your information now. You’re under no obligation, and there is no charge until you actually place your order.

Incorporate in Minnesota