Do I need a lawyer to Incorporate in Minnesota? |
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The short answer is no.
The state of Minnesota does not legally require a lawyer to form a
Minnesota Corporation.
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The short answer is no.
The state of Minnesota does not legally require a lawyer to form a
Minnesota Corporation.
Our detailed Incorporation Information page may help you understand some
of the implications of forming a Minnesota Corporation.
However, if there is anything about Incorporating in Minnesota
that you're not sure about you should seek the advice of a competent Minnesota lawyer, a Minnesota accountant,
or both before you Incorporate in Minnesota.
Once you have made the decision to Incorporate in Minnesota, a Minnesota lawyer
can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents
to perform these services and save money that you can use in your new Minnesota Corporation.
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Do I have to Reserve a Company Name before I Incorporate in Minnesota?
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You are not legally required to reserve a Company Name for a new Minnesota Corporation before you submit your application to Incorporate in
Minnesota.
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You are not legally required to reserve a Company Name for a new Minnesota Corporation before you submit your application to Incorporate in
Minnesota.
Whether or not you need to reserve a company name for your new Minnesota Corporation depends entirely on your business situation.
The Minnesota Secretary of State uses names on a first come first served basis.
So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that Minnesota Company Name.
Click here for more information on
Minnesota Company Name Reservation
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What if the Minnesota Corporation Name I want is already taken?
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If the Name you have chosen for your new Minnesota Corporation is already in use by a currently active
Minnesota Corporation or LLC, and you still want to use that Corporation Name, then you will have to register a DBA Name with the Minnesota Secretary of State. "DBA" is an abbreviation for "Doing Business As."
We verify that the Name you have chose for your new Minnesota Corporation is available before we submit
your Incorporation filing to the Minnesota Secretary of State.
If necessary we can register a DBA Name in Minnesota for you so that you can open your new Minnesota business as quickly as possible.
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What do I have to do to Incorporate in Minnesota?
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8 things you have to do in order to Incorporate in Minnesota.
1. Choose a name for your Minnesota Corporation
2. Select an official address and a Registered Agent for your Minnesota Corporation
3. Choose a Board of Directors for your Minnesota Corporation
4. Decide who will be Officers for your Minnesota Corporation
5. Determine how you want your Minnesota Corporation to be taxed
6. File Articles of Incorporation with the Minnesota Secretary of State
7. Get a Federal Employer Identification Number (FEIN)
8. Issue Stock Certificates to the Initial Shareholders
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1. Choose a name for your Minnesota Corporation
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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.
The name of a Minnesota Corporation must include the word "Corporation" or
"Incorporated" or an abbreviation of one of these words.
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).
We will:
- Check to make sure that your Minnesota Corporation name is available
- Make sure your Minnesota Corporation name conforms to state of Minnesota regulations
- Reserve your Minnesota Corporation name with the Minnesota Secretary of State
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2. Select an official address and a Registered Agent for your Minnesota Corporation
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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.
- We can act as the official Registered Agent for your Minnesota Corporation.
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3. Choose a Board of Directors for your Minnesota Corporation
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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.
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4. Decide who will be Officers for your Minnesota Corporation
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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.
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5. Determine how you want your Minnesota Corporation to be taxed
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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 Minnesota the Corporation Income Tax is sometimes referred to as the Minnesota Franchise Tax.
Click here for more Minnesota Corporate Tax Information .
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- If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Minnesota Corporation and include it with
your Incorporation documents.
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6. File Articles of Incorporation with the Minnesota Secretary of State
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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.
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7. Get a Federal Employer Identification Number (FEIN)
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A Federal Employer Identification Number, 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.
- We can obtain an FEIN for your Minnesota Corporation.
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8. Issue Stock Certificates to the Initial Shareholders
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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.
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What do I have to do after I form my Minnesota Corporation? |
6 things you have to do after you Incorporate in Minnesota.
1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
2. Open a Business Bank Account in Minnesota for your MN Corporation
3. Obtain Business Licenses from the cities and counties in which you plan to do business
4. Hold Meetings of Shareholders and Directors of each year.
5. File the required Minnesota Corporation reports
6. Keep proper records of your Minnesota Corporation on file
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1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
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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.
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2. Open a Business Bank Account in Minnesota
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It's very important that you have a separate business bank account for your Minnesota Corporation.
Mixing personal and business funds can get you in a lot of trouble with the tax man down the line.
It's a good idea to contact the bank before you open a business bank account.
Specific requirements vary from bank to bank.
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3. Obtain Business Licenses from the cities and counties in which you plan to do business
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- We can research and prepare the necessary forms for your required business licenses and permits and include
them in your Minnesota Incorporation package.
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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.
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4. Hold Meetings of Shareholders and Directors of each year.
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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.
- We can transcribe the minutes of any meeting of your Minnesota Corporation into a form that complies with all
state of Minnesota requirements.
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5. File the required Minnesota Corporation reports
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| 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. |
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We can fill out and file any Annual Business Renewal with the Minnesota Secretary of State after your Minnesota Business gets going.
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6. Keep proper records of your Minnesota Corporation on file
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Keep the following records on file and available at the principal business office of your Minnesota Corporation:
- Names and addresses of all Directors and Officers of the Minnesota Corporation
- Articles of Incorporation for the Minnesota Corporation and any Amendments to them
- Corporate Bylaws for the Minnesota Corporation and any Amendments to them
- List of current shareholders of the Minnesota Corporation.
If shareholders change, keep a record of old shareholders and how stock was transferred.
- Minutes of all Meetings of Shareholders and Directors
- Copies of any Corporate Resolutions which have been adopted by the Minnesota Corporation
- Copies of all tax returns and Annual Reports for the Minnesota Corporation for the last 3 years
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What information do I need in order to Incorporate in Minnesota? |
In order to Incorporate in Minnesota you'll need certain specific information about your new Company
including the Corporation name and address; and Registered Agent information.
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In order to Incorporate in Minnesota you'll need the following information about your new Company:
- The name of your new Minnesota Corporation along with your second choice of a name in case the name that you want is not available
- Physical addess of the Corporation office in Minnesota (not a PO Box)
- Name and address of your Minnesota Registered Agent (not a PO Box)
- A description of the nature of the business you are planning to operate with the Minnesota Corporation
- Names and addresses of the initial Directors of the Minnesota Corporation
- The number of shares of stock that the Minnesota Corporation will be authorized to issue
Remember - ALL the information that you provide when you Incorporate in Minnesota becomes part of the public record.
Our data entry forms include the absolute minimum amount of information that is required in order to Form a new Corporation in Minnesota.
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How long does it take to Incorporate in Minnesota? |
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Processing times for new Minnesota Corporation applications vary depending on the work load of the
Secretary of State's staff.
We've found that normal processing of new Minnesota Articles of Incorporation takes the state around 5-7 business days.
Add 2-3 days for the time period for shipping the final documents by mail.
Choosing our Express Mail option can shave a couple of days off the total processing time for your Minnesota LLC.
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PLEASE NOTE: WE CANNOT GUARANTEE MINNESOTA SECRETARY OF STATE PROCESSING TIMES.
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We are dependent on, and have no control over, the staff and systems of the Minnesota Secretary of State.
In our experience 5-7 business days is the time it usually takes the Minnesota Secretary of State to process
a new Minnesota Corporation application.
We get your Minnesota Corporation application to the MN Secretary of State ASAP.
Once it is at the state we have no control over the new Minnesota Corporation application process.
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Are there any Expedited Processing Options for new MN Corporation Filings?
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| The Minnesota Secretary of State offers expedited service for a new Minnesota Corporation application for an additional $20. With expedited processing the MN Secretary of State will process your new Minnesota Corporation in 1-2 business days. |
How much does it cost to Incorporate in Minnesota? |
The state of Minnesota charges $155.00 to Incorporate in MN.
This is the cost of filing and getting a Certified Copy of your Articles of Incorporation from the MN Secretary of State.
If you choose All Business Documemnts to help you Incorporate in Minnesota our processing fees are $125.00.
We start processing your new Minnesota Corporation order as soon as we get it.
Total cost includes:
- MN Name Check and Reservation
- Prepare Articles of Incorporation
- File Articles of Incorporation with the Minnesota Secretary of State
- Certified Copies of Articles
- Minnesota Corporation Checklist
- Priority Mail Delivery
- Unlimited Customer Support
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What is a Minnesota Professional Corporation? |
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Generally, if you are required to obtain some kind of license before you can market your skills in the state of Minnesota then you will
most likely need to form a Minnesota Professional Corporation.
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Generally, if you are required to obtain some kind of license before you can market your skills in the state of Minnesota then you will
most likely need to form a Minnesota Professional Corporation.
Attorneys, architects, engineers, public accountants, nurses and physicians, among others, may require registration as a Professional
Corporation with the Minnesota Secretary of State.
Depending on exactly what it is that you want to do in Minnesota, approval from a specific Minnesota state agency or board may be required before the MN Secretary of State will approve a new
Minnesota Professional Corporation filing.
This could add to the total processing time for a new Minnesota Corporation.
Click here for more information on a
Minnesota Professional Corporation.
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Minnesota Foreign Corporation Qualification |
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You want to do business in the state of Minnesota but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of Minnesota you must register with the Minnesota Secretary of State as
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You want to do business in the state of Minnesota but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of Minnesota you must register with the Minnesota Secretary of State as
a Minnesota Foreign Corporation.
The process of registering as a Foreign Corporation in the state of Minnesota is called Minnesota Corporation Foreign Qualification.
The process of Minnesota Corporation Foreign Qualification is similar to the process of forming a Domestic Corporation in the state of Minnesota.
Your original formation documents (usually called Articles of Incorporation) and Corporate Bylaws apply to your Minnesota Foreign Corporation.
The Board of Directors and Officers of your Domestic Corporation have the same roles in the Minnesota Foreign Corporation.
Click here for specific requirements for
Minnesota Corporation Foreign Qualification.
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