Last Updated 06 September 2017 | By:

How to Form a Corporation in Minnesota

(7 Simple Steps)

How to Use this Guide

Use our free guide below to incorporate in Minnesota or have a reliable service do it for you:

IncFile ($49 + state fee) for basic & quick incorporation.

LegalZoom ($149 + state fee) for the most popular incorporation service available.

Step 1) Verify & Secure Your Brand Name

Choose a Business NameTo secure and register your brand name it must be unique, not too similar to another registered name, and shouldn’t contain any restricted wording. To check, conduct a Business Entity Search through the Sec. of State, and if there are potential trademark issues conduct another quick search using the TESS System through the U.S. Patent Office.

Keep in mind your brand name should contain the words ‘Corporation,’ ‘Company,’ ‘Incorporated,’ or ‘Limited.” Abbreviations for these words are also acceptable. If needed, you can file a Request for Reservation of Name form to reserve for 1 year

Filing Fee: $55 expedited/in-person & $35 mail.

Step 2) Appoint A Registered Agent

Choose a Registered AgentA Registered Agent performs “service of process”, or in other words they’re responsible for receiving and helping process important documents like state filings, legal notices, tax forms, etc. on behalf of your corporation. The agent can be an individual resident or a domestic/foreign business entity registered with the state. A physical street address is also required.

You can hire an outside professional service and expect to pay up to $160/year, or get a Registered Agent free when registering a corporation through a service like IncFile or Incorporate.com. They handle this along with much more depending on your startup package.

Step 3) File Articles Of Incorporation

Register an LLCWith a registered agent, once you’re ready to make your brand official, file Articles of Incorporation with the Sec. of State. It asks for basic information to disclose for the public record including:

  • The name and address of the business
  • The number of shares authorized, the value they hold, and any transfer restrictions
  • The addresses and names of the president, initial directors, secretary, and treasurer
  • The type of business structure chosen

Filing fee: $155 expedited; $135 by mail

Step 4) Get A Corporate Records Book

File Annual Reports & Publication RequirementsThink of this as the hard copy record book where all critical corporate documents are kept like the Articles of Incorporation, Bylaws, meeting minutes, stock certificate ledger, stock certificates, stock certificate stubs, stock transfer documents, etc. It’s the ultimate company binder! They’re very common and while not necessary having one is highly recommended for all serious business entities.

You can find them at nearby office supply stores or on Amazon, but we’re huge fans of Corporate Kits which include gorgeous records books/binders you can brand for as little as $99.

Step 5) Elect Director, Meet, Discuss Bylaws

Hold a Meeting with Your Board of DirectorsAppoint at least 1 Director who among other things will oversee the corporation until the first shareholder meeting where new directors will be voted in. Prepare an “Incorporator Statement” with complete names and addresses of each director and keep it in your records book. Once elected, an initial meeting should:

  • 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 Minutes of Meeting, have directors sign, then add to records book.

Step 6) Open A Business Bank Account

Best Business Bank AccountYour CFO, or you with your board need to consider this step. It’s not personal banking, so if you’re brand new to this then please do some homework and shop around. Look at different local, state, and national banks. There’s plenty of great deals, perks, reduced fees, and kickbacks to be leveraged.

The other big important factor is making sure to completely separate your brand’s financials from data streams and bank accounts of any kind. Here’s a quick breakdown article of Business Checking Accounts from some of the biggest banks to begin your research.

Step 7) Handle Taxation & Licensing/Permits

Business LicensesAs a legally operating Minnesota corporation, you’re required to be 100% compliant with all relevant local/state/federal agencies. Ideally you should have an attorney or at least dedicate time to knocking this out yourself and doing the homework. That said, here are four resources to get started:

  1. Get a free EIN, or Employer Identification Number, quickly through the IRS Website.
  2. Bookmark the Minneapolis Small Business Administration and the Start a Business page
  3. To form an S-Corp, submit Form 2553 with the IRS and be sure all board of directors have signed it.
  4. Consider professional Business License Research packages that take care of the legwork for you. Not optional, but very helpful.

Need Help Incorporating?

How to form a corporationIf you’d prefer to have a reliable service incorporate in Minnesota for you, here are the two most popular services:

IncFile ($49 + state fee) for basic & quick incorporation.

LegalZoom ($149 + state fee) for the most popular incorporation service available.