Minnesota Processing Times and Fees
Like most states, Minnesota has both standard and expedited processing times for forming your corporation. If you're not sure which option to use, we have a list of the average wait times for both standard filing and expedited filing.
Minnesota charges a filing fee for handling your incorporation paperwork. To see all of Minnesota's fees, visit our incorporation center and click on “compare pricing.”
Deciding Between a Minnesota C-Corp or S-Corp Tax Designation
The structure, management, compliance documents and liability limits are the same for both C Corps and S Corps. The main differences you should know when deciding between them are these:
Ownership Rules: A C Corp can have unlimited numbers of stock classes and shareholders. An S Corp cannot have more than one share class and 100 shareholders. Only citizens or legal residents of the United States may hold shares in an S Corp.
Taxes: A C Corp is taxed as its own entity. This means it pays taxes on its earnings at the corporate level. Individual shareholders may also pay taxes on any dividends they receive. S Corps do not pay corporate taxes. They're “pass-through” entities, meaning that owners pay taxes on their share of the earnings on their individual tax returns.
Documents: A C Corp is the default corporation designation. Any corporation that wants to become an S-Corp must file IRS Form 2553, Election by a Small Business Corporation.
Minnesota has a few personnel requirements that you must meet to form your corporation:
- Age requirement: Incorporators must be persons, not business entities, and they must be at least 18 years old. The state does not set age limits for directors.
- Minimum number of directors: All corporations must have one or more directors.
- Residency: Minnesota does not set any residency requirements for directors.
You may specify your own qualifications for directors in your Articles of Incorporation. You don't have to list director names or addresses in your Articles.
Other Requirements for Your Articles of Incorporation
In addition to personnel requirements, Minnesota has other specific requirements that your Articles of Incorporation must meet:
All corporations should have a registered agent. This is a person or business responsible for accepting tax, legal and government documents during normal business hours. Your agent must have a physical address in Minnesota. Rocket Lawyer will help you designate a registered agent when you incorporate with us.
In Minnesota, you must list the physical address of your registered office, where important documents can be sent. You don't have to list a registered agent name, although you can do so if you like. If you do list a registered agent, the agent's physical address must be the same as your registered office.
Here are some other items that this document must include:
- The name of the corporation.
- The names and addresses of all incorporators.
- The total number of shares your corporation is authorized to issue. This number must be at least one.
You can also list other information, although Minnesota doesn't require it. Permissible information includes:
- Corporate purpose. If it's not specified, a corporation is considered to have general business purposes.
- Duration of existence, if your corporation has a defined end date.
- Whether you want cumulative voting for directors.
- Regulations on the powers of the company or its directors or shareholders.
- The par value of shares. If this isn't specified, Minnesota's statute sets par value at one cent per share.
- The class of shares. If you don't specify this, all shares are common shares of one class and one series, according to Minnesota statute.
Guidelines for Your Name
Choosing the right name is an important consideration for any business. When naming your new corporation, keep these Minnesota requirements in mind:
- Your name must use only English letters or characters.
- Your name must include at least one of these words, or an abbreviation of one of them: “Company,” “Corporation,” “Incorporated” or “Limited.” If you use the word “Company,” you cannot use “and” or “&” before the word.
- The name should not be deceptive or suggest a business purpose other than the one listed in your Articles of Incorporation. For example, don't use "Gold & Gems, Ltd" if your Articles say that you sell T-shirts.
- Your name should be different from any other business name in use or reserved in the state of Minnesota.
Minnesota Corporate Taxes & Reports
All businesses must pay taxes, so it's best to be prepared. Before you even open for business, get an employer identification number, or EIN, from the IRS. This number is a federal tax ID for businesses that is similar to a Social Security number for individuals. All businesses with employees need one.We have more information about the tax structures of S-Corps and of C-Corps at Rocket Lawyer.
Minnesota also requires that every corporation file an annual renewal form with the Secretary of State. This form is due by Dec. 31 each year. Minnesota does not charge a filing fee, provided the corporation is active and in good standing.If you don't file your annual renewal, the Secretary of State will issue a Certificate of Administrative Dissolution of your corporation. You can restore your corporation by filing your renewal report and submitting the required fee.
Keeping Corporate Records and Ongoing Filing Requirements
Minnesota also requires that all corporations keep meeting minutes. This document records decisions made and actions taken during shareholder and directors meetings. You must keep corporate minutes for the past three years.
Another important document for a corporation is its bylaws. Although Minnesota does not specifically require that you create this document, it's a very good idea to do so. The bylaws formalize your company's structure, management and operating procedures. If you do create bylaws, they must be consistent with your Articles and with applicable Minnesota statutes and laws.
Added together, the corporate meeting minutes and bylaws protect your corporate status. You don't have to file either document with the state. Just keep them with your other corporate documents.Rocket Lawyer can help you compare bylaws and minutes requirements from state to state.
We hope this information on corporation rules in Minnesota has been helpful to you. Remember, Rocket Lawyer is here to help when you're ready to begin your filing. Whatever you decide, we wish you the best of luck.
This article contains general legal information and does not contain legal advice. Rocket Lawyer is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.