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 Foreign Corporation.  The process of registering as a Foreign Corporation in 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 Minnesota.  Your original Domestic Corporation formation documents (usually called Articles of Incorporation) and By Laws apply to your Minnesota Foreign Corporation.  The Officers and Directors of your Domestic Corporation have the same roles in the Minnesota Foreign Corporation.  Specific requirements to qualify as a Foreign Corporation in Minnesota are explained below. 

Once you have made the decision to Qualify as a Foreign Corporation 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.

In the United States, just because you are registered to do business in one state does not mean that you can legally do business in another state.  If you want to transact any serious business in a state other than the state in which your Corporation is registered, most likely you will have to register with the state in which you want to do business before you can legally conduct business there. 

For example, a Corporation that is registered in California wants to do business in Minnesota.  The California Corporation is a "Domestic" Corporation in California and will be a "Foreign" Corporation in Minnesota.

The California Foreign Corporation needs to register with the Minnesota Secretary of State as a Minnesota Foreign Corporation.

The use of the term Foreign in this case refers specifically to individual US states.  The US government, including the IRS, considers a Foreign Corporation to be a Corporation that is registered outside of the United States.

The short answer is no.  The state of Minnesota does not legally require a lawyer to form a Minnesota Foreign Corporation.

Our detailed Foreign Corporation Information page may help you understand some of the implications of forming a Minnesota Foreign Corporation.  However, if there is anything about forming a Foreign Corporation 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 form a Foreign Corporation in Minnesota.

Once you have made the decision to form a Foreign Corporation 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 Foreign Corporation.

You are not legally required to reserve a Company Name for a new Minnesota Foreign Corporation before you submit your application to Form a Foreign Corporation in Minnesota.

The Foreign Corporation name that you have registered in your home state may or may not be available in Minnesota.  In that case you need a different name your Minnesota Foreign Corporation.  Whether or not you need to reserve a company name for your new Minnesota Foreign 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 Foreign Corporation Name.

If the Name you have chosen for your new Minnesota Foreign Corporation is already in use by a currently active Minnesota Foreign Corporation or LLC 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 Foreign Corporation is available before we submit your Foreign Corporation 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.

1. Prove that you are registered in a state other than Minnesota as a Domestic Corporation
   In order to register as a Foreign Corporation in the state of Minnesota, you must first prove that you are registered in another state as a Domestic Corporation. 
2. Choose a name for your Minnesota Foreign Corporation
   You can use the same name in Minnesota that you use in your home state, however, if the name of your Domestic Corporation is not available you need to choose another name.  Your Minnesota Foreign 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 Foreign 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 Foreign Corporation name must not imply that it was formed for a purpose other than that stated in the Your Minnesota Foreign Corporation name must not be a name that is likely to mislead the public.
   
   The name of a Minnesota Foreign Corporation must include the word "Foreign Corporation" or "Incorporated" or an abbreviation of one of these words.
   
   It's important to choose a good name for your Minnesota Foreign Corporation because if you want to change it after you qualify you will have to file amended documents with the Minnesota Secretary of State (and pay a fee).
   We will check to make sure that your requested Minnesota Foreign Corporation name is available and conforms to all state of Minnesota Foreign Corporation naming regulations.
3. Select an official address and a Registered Agent for your Minnesota Foreign Corporation
   Every Minnesota Foreign 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 cannot be a PO Box and 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 Foreign Corporation is called a "Registered Agent".  You may act as your own Registered Agent, however, many Minnesota Foreign 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 provide Registered Agent services in Minnesota as well as all other states and the District of Columbia.
4. File Registration Documents with the Minnesota Secretary of State
   In order to Qualify as a Foreign Corporation in Minnesota you must file Registration Documents with the Minnesota Secretary of State.  In Minnesota the registration documents are named "Certificate of Authority to Transact Business in Minnesota".
   
   The registration documents must include certain specific information about your Minnesota business.  If the Registration Documents do not conform exactly to state of Minnesota requirements they will be rejected. 
   
   If you need to change any of the information on your registration documents after your Minnesota Foreign Corporation has been approved, you may amend the registration documents for your Minnesota Foreign Corporation but you will have to pay a fee to the state of Minnesota in order to make the changes official.
   
   
5. Determine how you want your Minnesota Foreign Corporation to be taxed
   The Minnesota Corporate Income Tax Rate is %.  You may choose that your Minnesota Foreign Corporation to be taxed as a C Corporation or S Corporation. 
   
   A C Corporation is what you may think of as a traditional Corporation like General Electric or Ford.  C Corporations pay a Corporate income tax to the state if that state taxes Foreign Corporations. 
   
   You may choose to have your Minnesota Foreign Corporation taxed as a S Corporation.  S Corporations "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.
   If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Minnesota Foreign Corporation and include it with your final Foreign Corporation documents package.

1. Obtain Business Licenses from the cities and counties in which you plan to do business
2. File the required reports for your Minnesota Foreign Corporation
3. Keep proper records of your Minnesota Foreign Corporation on file
4. Pay your taxes to the state of Minnesota

1. Obtain Business Licenses from the cities and counties in which you plan to do business
   Note that forming a Minnesota Foreign Corporation does not take the place of obtaining a local business license, tax registration certificate, or other required business permits.  A Minnesota Foreign 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 Foreign Corporation within Minnesota you may need to get one or more local business licenses or permits.  The business licenses or permits that are required for your Minnesota Foreign 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 Foreign 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 Foreign 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.
   We have the expertise to find out exactly which state and local permits that you need for your specific business.
2. File the required reports for your Minnesota Foreign Corporation
   The Minnesota Corporation Annual Business Renewal includes basic information about your Minnesota Foreign Corporation including information on your Officers and Directors.
   
   Failure to submit a properly completed Minnesota to the Minnesota Secretary of State on or before the due date may subject the Minnesota Foreign Corporation to being administratively dissolved in the state of Minnesota or having its authority to transact business in the state of Minnesota revoked by the Minnesota Secretary of State.
   
   Penalties may accrue if you fail to file any Minnesota Foreign Corporation to the Minnesota Secretary of State by the due date.
   
   
3. Keep proper records of your Minnesota Foreign Corporation on file
   Keep the following records on file and available at the principal business office of your Minnesota Foreign Corporation:
   • Names and addresses of all Directors and Officers of the Minnesota Foreign Corporation
   • Foreign Corporation formation documents and any Amendments to them
   • Corporate Bylaws and any Amendments to them
   • List of current shareholders of the Foreign Minnesota Foreign 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 Foreign Corporation
   • Copies of all tax returns and Annual Reports for the Minnesota Foreign Corporation for the last 3 years
   
   
   
4. Pay your taxes to the state of Minnesota
   Foreign Corporations that either do business in the state of Minnesota or that derive income from sources within the state of Minnesota are subject to Minnesota and federal tax laws.  If you are engaged in intrastate business and derive income from other states besides Minnesota, you must allocate the amount of income derived from the state of Minnesota in order to determine your Minnesota state taxes.

In order to Incorporate in Minnesota you'll need the following information about your new Company:

• The name of your new Minnesota Foreign Corporation along with your second choice of a name in case the name that you want is not available
  
• Physical address of the Foreign Corporation office in Minnesota (not a PO Box)
  
• A description of the nature of the business you are planning to operate with the Minnesota Foreign Corporation
• Names and addresses of the initial Directors of the Minnesota Foreign Corporation

Remember - ALL the information that you provide when you Form a Foreign Corporation 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 Foreign Corporation in Minnesota.

Processing times for new Minnesota Foreign Corporation applications vary depending on the work load of the Secretary of State's staff.  We've found that normal processing of new Minnesota Foreign Corporation applications takes the state around 3 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 new Minnesota Foreign Corporation.

The Minnesota Secretary of State reserves the right to extend expedite periods in time of extreme volume, staff shortage or equipment malfunction.  We are dependent on, and have no control over, the staff and systems of the Minnesota Secretary of State.

In our experience 3 business days is the time it usually takes the Minnesota Secretary of State to process a new Minnesota Foreign Corporation application. We get your Minnesota Foreign Corporation application to the MN Secretary of State ASAP. Once it is at the state we have no control over the new Minnesota Foreign Corporation application process.

The state of Minnesota charges $228.00 to Form a Foreign Corporation in MN.  If you choose us to help you Form your Foreign Corporation in Minnesota our processing fees are $145.00.  This includes:

• Same day processing of your new Minnesota Foreign Corporation order
• MN Name Check and Reservation
• Prepare Certificate of Authority to Transact Business in Minnesota
• File Formation Documents with the Minnesota Secretary of State
• Certified Copies of Formation Documents
• Minnesota Foreign Corporation Checklist
• Priority Mail Delivery
• Unlimited Customer Support