Step 1) Verify & Secure Your Brand Name
To secure and register your brand name it must be unique, and must not contain any restricted wording. To check if your name is available, conduct a business entity search through the state, and if you expect any potential trademark issues, conduct another quick search using the TESS System through the U.S. Patent Office.
Keep in mind your name must contain the word “Corporation”, “Incorporated”, “Company”, or “Limited”, or the abbreviation “Corp”, “Inc”, “Co” or “Ltd”. If needed, you can reserve your business name with the Secretary of State.
Filing Fee: $30
Quick Note: Before you commit 100% to a name, you may also want to check that there’s a decent URL available for your business. Use WEEBLY to search your options. If there’s a quality domain name for purchase, we advise buying it right away. Even if launching a website isn’t on your radar right now, it’s going to be soon, and you might as well nail down a domain name that’ll make it easy for customers to find you!
Step 2) Appoint A Registered Agent
When incorporating in Minnesota, you are required to designate a registered agent to handle official documents on behalf of your business. They must be a resident of Minnesota or a business entity legally registered to operate in the state. They also must have a physical address where they can be reached during normal business hours (Monday through Friday, 9 am to 5 pm).
You can designate a registered agent by electing someone within your company, hiring an outside professional, or incorporating through a service like IncFile to get a full year of these services for free.
Step 3) File Articles Of Incorporation
To become an official Minnesota corporation, you’ll need to file Articles of Incorporation with the Secretary of State. This is a declarative document that discloses the basics of your corporation for the public record, including:
- The full name of the corporation
- The registered agent's name and street address
- The number of authorized shares
- The names and addresses of incorporators
Filing fee: $155 in-person/online, $135 by mail
Step 4) Get A Corporate Records Book
Think of this as the hard-copy records book where all critical corporate documents are kept, like the Articles of Incorporation, bylaws, meeting minutes, stock certificates, etc. It’s the ultimate company binder!
While it’s not legally required, having one is highly recommended for all serious business entities. You can find one at a nearby office supply store or on Amazon, but we’re huge fans of corporate kits, which include gorgeous custom pieces like printed bylaws and a branded embossing seal.
Step 5) Elect Directors, Meet, Discuss Bylaws
Appoint at least one director who, among other things, will oversee the corporation until the first shareholder meeting (when new directors will be voted in).
But first, you need to hold an organizational meeting with your director(s), during which you’ll:
- Appoint officers & discuss/create corporate bylaws
- Choose a bank & approve the issuance of stock certificates
- Agree on corporate seal and adopt official stock certificate form
- Approve s-corp (opt.)
- Record meeting minutes, have directors sign (and add to records book)
...and take care of any other logistical issues that need to be addressed at this time. (Visit the Minnesota Corporation Statutes for more information.)
Step 6) Open A Business Bank Account
When starting a corporation in Minnesota, it’s very important to keep all personal and business assets/accounts completely separate. This requires opening a separate bank account designated for your business’ finances.
Where will you start building the financial foundation of your brand? Who is offering the best overall services to corporate clients, relative to location and other conveniences?
If this is unfamiliar territory for you, read our short breakdown of business checking accounts to start brushing up. Where you choose to bank is a critical move for your corporation, which is why it should be discussed at length during your organizational meeting.
Step 7) Handle Corporate Taxes, Licenses & Permits
To legally operate in Minnesota, you’re required to be 100% compliant with all relevant local/state/federal agencies. Ideally you should work with an attorney, but at the very least you need to dedicate the time to knocking this out on your own.
That said, here are four resources to get you started:
- Get an EIN (Employer Identification Number) quickly and free-of-charge through the IRS Website
- Bookmark the MN Small Business Administration District Office and the Secretary of State's Start a Business page
- To form an S-Corp, submit Form 2553 with the IRS
- Consider using a professional business license service to get some of the legwork taken care of on your behalf