How to Form a Corporation in Minnesota

Filing fee: $135 (online); $155 (paper)

Processing time: Typically 5–7 business days (online); expedited options available

State agency: Minnesota Secretary of State

Annual report due: December 31 each year

State tax rate: 9.8% corporate income tax (flat rate)

To form a corporation in Minnesota, you file Articles of Incorporation with the Minnesota Secretary of State, pay the state filing fee, and appoint a registered agent with a Minnesota address. Minnesota corporations are governed by Minnesota Statutes Chapter 302A, which sets out the formation and governance requirements.

Most founders are surprised by how straightforward the filing itself is — the harder decisions are the ones you make before you file, like choosing your corporation type and setting up your initial board.

Step 1: Choose and check your corporate name

Your corporation's name must be distinguishable from other registered businesses in Minnesota and must include a corporate designator — "Corporation," "Incorporated," "Company," or an abbreviation like "Corp.," "Inc.," or "Co." Search the Minnesota Secretary of State's business name database before filing to confirm availability.

Step 2: Appoint a registered agent

Minnesota requires every corporation to designate a registered agent with a physical street address in the state. The registered agent receives legal notices and official state correspondence on behalf of your corporation. You can serve as your own registered agent, but many founders use a registered agent service to keep a permanent address on file.

Step 3: File your Articles of Incorporation

File your Articles of Incorporation with the Minnesota Secretary of State. The filing fee is $135 online or $155 by paper. Your Articles must include your corporate name, registered agent name and address, and the names and addresses of your incorporators. Minnesota processes online filings faster than paper submissions.

Step 4: Adopt bylaws and hold your organizational meeting

After the state approves your filing, adopt corporate bylaws and hold an initial board meeting. Bylaws set the internal rules for how your corporation operates — board structure, voting procedures, officer roles, and how decisions get made. Minnesota doesn't require you to file bylaws with the state, but you need them in place before you do business.

Step 5: Get your Employer Identification Number (EIN)

Apply for a federal Employer Identification Number (EIN) from the IRS after your Articles of Incorporation are approved. Your EIN is your corporation's tax ID — you'll need it to open a business bank account, hire employees, and file taxes. Apply online at irs.gov/ein using Form SS-4 and you'll get your EIN immediately.

Step 6: Register for Minnesota state taxes

Register your corporation with the Minnesota Department of Revenue for state tax purposes. If you plan to hire employees, you'll also need to register for Minnesota withholding tax. Minnesota's corporate income tax rate is 9.8% — one of the higher flat rates in the country, which is worth factoring into your entity choice.

Minnesota recognizes several corporation types. The right choice depends on your ownership structure, tax goals, and whether you plan to raise outside investment. Most for-profit businesses choose between a C Corporation and an S Corporation.

C Corporation

A C Corporation is the default corporation type in Minnesota. It can have unlimited shareholders, issue multiple classes of stock, and raise venture capital. The trade-off is double taxation — the corporation pays corporate income tax at 9.8%, and shareholders pay personal income tax on dividends. C Corps make the most sense if you plan to bring on investors or eventually go public.

S Corporation

An S Corporation passes income and losses through to shareholders, avoiding double taxation. To qualify, your corporation can't have more than 100 shareholders, all of whom must be U.S. citizens or residents, and you can only have 1 class of stock. S Corp status isn't automatic — you elect it by filing IRS Form 2553 with the IRS.

Nonprofit corporation

Nonprofit corporations in Minnesota are formed for charitable, educational, religious, or other public benefit purposes. They follow a separate formation process and are governed by Minnesota Statutes Chapter 317A rather than Chapter 302A. Federal tax-exempt status under IRS Section 501(c)(3) is a separate application filed with the IRS after state formation.

Professional corporation

Licensed professionals — doctors, attorneys, accountants, and similar — may need to form a Professional Corporation (PC) rather than a standard business corporation. Minnesota requires that all shareholders of a PC hold the same professional license. Check with your licensing board to confirm which entity type applies to your profession.

Every Minnesota corporation must maintain a registered agent with a physical street address in the state. A P.O. box doesn't qualify. The registered agent's name and address go into your Articles of Incorporation and become part of the public record.

If your registered agent's address changes and you don't update it with the Secretary of State, you can miss legal notices — including service of process in a lawsuit. Keeping this information current is one of the simpler compliance tasks, but it's one that catches people off guard when they move or change service providers.

Apply for your EIN from the IRS after your Articles of Incorporation are approved by the Minnesota Secretary of State. The online application at irs.gov/ein is the fastest option — you get your EIN immediately after completing Form SS-4. Mail and fax applications take several weeks.

Your EIN is required to open a business bank account, hire employees, file federal and state tax returns, and apply for business credit. Getting it right after formation — rather than waiting until you need it — saves time when those moments arrive.

To elect S Corporation status for your Minnesota corporation, file IRS Form 2553 with the IRS. The deadline is within 75 days of formation, or by March 15 if you want the election to apply to the current tax year. Missing the deadline means waiting until the following tax year.

S Corp status doesn't change how you form the corporation with the state — you still file Articles of Incorporation with the Minnesota Secretary of State the same way. The S Corp election is a federal tax designation you make with the IRS after the state approves your formation. A tax professional can help you figure out whether S Corp status makes sense for your situation.

Minnesota corporations must file an annual renewal with the Secretary of State by December 31 each year to stay in good standing. The renewal confirms your registered agent and principal office address. Missing the deadline can result in administrative dissolution — the state removes your corporation from active status.

Beyond the annual renewal, Minnesota corporations need to maintain corporate records, hold annual shareholder and director meetings, and keep minutes on file. These aren't just formalities — they're what courts look at when deciding whether your corporation is a legitimate separate entity.