Form a Corporation in Minnesota
Everything you need to know about forming a Corporation in Minnesota. Filing fees, requirements, timeline, and step-by-step guidance.
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How to File
Choose and Reserve a Corporate Name
Search the Minnesota Secretary of State business name database to ensure your desired corporate name is available and distinguishable from existing entities. The name must include a corporate designator such as 'Corporation,' 'Incorporated,' 'Corp.,' or 'Inc.' You may optionally reserve the name for 12 months for a $35 fee.
30 minutes
Appoint a Registered Agent
Designate a registered agent with a physical street address in Minnesota (P.O. boxes are not acceptable) who will receive legal and official state correspondence on behalf of the corporation. The registered agent can be an individual Minnesota resident or a business entity authorized to do business in the state.
15 minutes
File Articles of Incorporation
Prepare and file the Articles of Incorporation with the Minnesota Secretary of State, which must include the corporate name, registered agent name and address, the number of authorized shares, and incorporator information. Filing can be completed online at the Minnesota SOS Business Filing System for the fastest processing.
1 hour
Appoint Initial Directors and Hold Organizational Meeting
After filing, the incorporator(s) appoint the initial board of directors, who then hold an organizational meeting to adopt corporate bylaws, issue initial shares of stock, elect officers, and handle other foundational business decisions. Document all decisions in formal meeting minutes.
2-3 hours
What's Next After Filing
Once your Corporation is officially formed, you'll want to complete these important steps:
- •Draft and Adopt Corporate Bylaws — Create corporate bylaws that govern the internal operations of the corporation, including shareholder meetings, voting procedures, officer roles and responsibilities, and procedures for issuing stock. Bylaws are not filed with the state but are a legally important internal document.
- •Obtain an EIN and Open a Business Bank Account — Apply for a federal Employer Identification Number (EIN) from the IRS at no cost, which is required for tax filings, hiring employees, and opening a business bank account. Use the EIN to open a dedicated corporate bank account to maintain separation between personal and business finances.
- •Register for Minnesota State Taxes and Obtain Licenses — Register with the Minnesota Department of Revenue for applicable state taxes, including corporate income tax (Minnesota corporate tax rate is 9.8%), sales tax if selling goods or taxable services, and employer withholding tax if you have employees. Obtain any required local, state, or professional business licenses or permits specific to your industry.
Advantages
- ✓Limited liability protection shields shareholders' personal assets from corporate debts and legal judgments
- ✓Corporations can raise capital more easily by issuing multiple classes of stock and attracting investors, including venture capital
- ✓Perpetual existence means the corporation continues regardless of ownership changes, death of shareholders, or transfer of shares
- ✓Corporations may elect S-Corp status with the IRS to avoid double taxation while retaining the corporate liability shield and structure
- ✓Enhanced credibility and professional image with customers, vendors, banks, and potential business partners
Considerations
- •C-Corporations are subject to double taxation — corporate profits are taxed at the entity level (9.8% Minnesota rate) and again when dividends are distributed to shareholders
- •More complex and costly to maintain than an LLC, requiring formal meeting minutes, bylaws, board of directors, and stricter recordkeeping requirements
- •Higher administrative burden with ongoing compliance obligations including annual renewals, corporate formalities, and potential state and federal tax filings
Annual Obligations
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