Your Minnesota Corporation name can identify the type of products and services your business will provide; or it may be the name of the founder; or it can be a combination of the two or something else.

In any case, the Minnesota Corporation name that you choose must be distinguishable from the name of any other registered Minnesota Corporation or other business entity and the name must also be different from any reserved names on record with the state of Minnesota.  Your Minnesota Corporation name must not imply that it was formed for a purpose other than that stated in your Articles of Incorporation; and your Minnesota Corporation name must not be a name that is likely to mislead the public.

Minnesota state law restricts the use of certain words and phrases in Corporation names.  The name of a Minnesota Corporation also must include the word "Corporation" or "Incorporated" or an abbreviation of one of these words.  If you choose us to help you for a new Minnesota Corporation we will make sure that the name you have chose complies with all Minnesota requirements.

It's important to choose a good name for your Minnesota Corporation because if you want to change it after you incorporate you will have to file amended Articles of Incorporation with the Minnesota Secretary of State (and pay a fee).

Every Minnesota Corporation must have an address that is physically located in the state of Minnesota.  This address is "registered" with the Minnesota Secretary of State.  The Registered Address is where official and legal correspondence can be delivered.

The individual or company that is registered with the state of Minnesota to receive all correspondence on behalf of the Minnesota Corporation is called a "Registered Agent".  You may act as your own Registered Agent, however, many Minnesota Corporations hire a Registered Agent because they don't have a physical address within the state of Minnesota or to provide a distinct level of privacy.

All Minnesota Corporations are required to have a Board of Directors.  Directors are the people who will set policies for your Minnesota Corporation and manage the business and its resources.  In the majority of small corporations directors are the owners. The Articles of Incorporation or Corporate Bylaws may define specific qualifications for Directors. 

The Board of Directors is responsible for creating rules, approving budgets and distributing profits to shareholders. One of the most important duties of the Board of Directors is electing Officers for your Minnesota Corporation.  The same person may be a Director and an Officer at the same time.  Directors need not be residents of the state of Minnesota or shareholders of the Minnesota Corporation unless the Articles of Incorporation or Bylaws require it.

Normally Directors for your Minnesota Corporation are elected for a term of one year.  Elections are held at the annual meeting of Shareholders.  The Directors serve until the next annual Shareholders meeting.

The Board of Directors elects Officers for your Minnesota Corporation in accordance with the Corporate Bylaws and Articles of Incorporation.  Officers serve at the pleasure of the Board of Directors of the Minnesota Corporation.  Officers handle the day to day operation of the Minnesota Corporation.

Unless specifically prohibited by the Corporate Bylaws or Articles of Incorporation, in a Minnesota Corporation the same person may hold more than one Corporate Office at the same time.  However, there are certain legal affairs in which the same person cannot act in more than one capacity.

One Officer - usually the Secretary - is given responsibility for preparing Minutes of Directors and Shareholders meetings and for authenticating records for the Minnesota Corporation. 

The Minnesota Corporate Income Tax Rate is 9.8%.   You may form an S Corporation in Minnesota.  S Corporations may "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable personal rate.  S Corporations do not pay any Minnesota Corporate Income Tax.

In order to form a Corporation in Minnesota you must file Articles of Incorporation with the Minnesota Secretary of State.  The Articles of Incorporation must include certain specific information about your Minnesota business. If the Articles do not conform exactly to state of Minnesota requirements they will be rejected.  You may subsequently amend the Articles of Incorporation for your Minnesota Corporation but you will have to pay a fee to the state of Minnesota in order to make the changes official.

A Federal Employer Identification Number (FEIN), also known as a Federal Tax Identification Number, is used by the IRS to identify a business entity.  An FEIN is like a Social Security Number for your Minnesota Corporation.  All Minnesota Corporations are required to have an FEIN.

Corporate stock is evidence of ownership of a Minnesota Corporation.  When you form your Minnesota Corporation, you will need to determine what type of stock and the number of shares of each type that you want to authorize.  You do not have to sell the number of shares that are authorized.  Many small Minnesota Corporations hold 100% of the shares.

Stockholders in a Minnesota Corporation are entitled to voting rights or dividends of the Corporate profits or both.  Whoever owns over 50% of the stock of the Minnesota Corporation is able to make all Corporate business decisions.  Minnesota Corporations usually hold at least 51% of the corporate stock in order to retain control of the Minnesota Corporation.

The Board of Directors holds an initial meeting to elect Officers, authorize issuance of stock and adopt the Corporate Bylaws.  Bylaws are the internal rules of your Minnesota Corporation.  They are adopted by the Board of Directors and vary widely from Corporation to Corporation.  Commonly bylaws include the number of seats on the board of directors; how Directors are elected; how meetings of Directors and Shareholders are to be conducted; what Officers the Minnesota Corporation will have and a description of each of their duties. 

As your company grows over time, you may amend your bylaws as necessary.  Bylaws generally cannot be amended by the Board of Directors unilaterally.  A vote by the majority of Stockholders of the Minnesota Corporation is usually required to amend the Corporate Bylaws.  Bylaws may include any rules for managing the business and conducting corporate affairs.  Almost anything may be written into the Bylaws, however, the Bylaws must not be in violation of any federal or Minnesota law or the Minnesota Corporation's Articles of Incorporation.  A copy of the Corporate Bylaws should be maintained at the Corporation's principal Minnesota office.

Note that forming a Minnesota Corporation doesn't take the place of obtaining a business license, tax registration certificate, or other required business permits.  A Minnesota Corporation merely creates an ownership structure that limits the owners' personal liability.  You may still need to take care of getting set up to do business with your local government.

Depending on the nature of the business and the location of your Minnesota Corporation you may need to get one or more city business licenses or permits.  The business licenses or permits that are required for your Minnesota Corporation vary depending on your business activities and the specific locations within the state of Minnesota in which you want to conduct business.

If your Minnesota Corporation will be selling products in Minnesota you may be required to obtain a Reseller's Permit from the appropriate Minnesota state agency.  If your Minnesota Corporation will be selling products in Minnesota you will also be responsible for all applicable local and state of Minnesota sales taxes if there are any.

Every Minnesota Corporation must hold corporate and shareholder meetings, at least annually, and must keep minutes of each meeting on file.  A copy of the minutes is evidence that the meetings took place and includes all resolutions that were adopted.  The minutes of each meetings must be open for inspection by any Shareholder or Director.  This meeting requirement is often overlooked and comes into play when the Minnesota Corporation is challenged for any reason.  Keeping proper meeting minutes and documenting resolutions made and approved by the Directors is a formality that could save your Minnesota Corporation a lot of potential trouble.

The Minnesota Secretary of State does not require new MN Corporations to file an Initial Annual Business Renewal.

Every Minnesota Corporation must file an Annual Business Renewal with the Minnesota Secretary of State EACH year.

The Minnesota Corporation Annual Business Renewal is due at the Minnesota Secretary of State EACH year by December 31.

If a Minnesota Corporation fails to file its MN Corporation Annual Business Renewal with the Minnesota Secretary of State after the due date that Minnesota Corporation will lose its good standing status with the MN Secretary of State.