Incorporate in minnesota

Planning to start a new business in the state of Minnesota but confused as to how to incorporate your business? Incorporating a business in any state can be a tricky issue if not handled properly. There are many legal requirements that need to be fulfilled when applying for incorporation. While it may look very confusing and mind wrecking, it is not actually so difficult as it seems to be. There are many qualified and trained professionals and solicitors out there to help you in incorporating your business in Minnesota and guide you through the maze of legal tangles.

In this article I have briefly tried to explain to the readers the broad procedures and guidelines to be followed when incorporating a business in the state of Minnesota. Please note that this article is only for information purpose and does not purport to be an official communication from the Minnesota Secretary of State.

Type of Registration

The Minnesota Secretary of State is the state agency that processes the applications for registration in the state of Minnesota. The agency offers the following types of registeration of a business venture :

Incorporation (Minnesota Corporations)

Limited Liability Company formation (forming an LLC)

Limited Partnership filings

Foreign Corporation Registration (Foreign Qualification)

Professional Corporation (for corporations that are registered solely for the purpose of providing a specific professional service like medical, nursing, insurance, attorney)

Before filing for a registration , one needs to decide on which type of registration to apply for.

Selecting the Name for your venture

Once you have decided on the type of registeration to apply for, the next step is to name your venture. The name you select will be the legal identity of your venture. When selecting a name there are certain guidelines to be followed. The name

must be unique and distinct from any other business entity registered in the state of Minnesota

must not contain language stating or implying that the corporation is organized for a purpose other than that permitted by state law and its articles of incorporation

must be written in English letters or characters.

In addition, the name must contain one or more of the following words:

"Incorporated" "Corporation"

"Company"

Limited

Articles of Incorporation

The existing laws in Minnesota require that the article of incorporation must be filed with the registering agency at the time of filing for the incorporation. The article of incorporation must include the following information :

Incorporator's Details:

  • Number of Incorporators At least one
  • Eligibility Requirements an adult of atleast 18 years of age who has no criminal charges pending on its name
  • Duties Filing the articles of incorporation with the Secretary of State.
  • Listing Requirements - The name and address of each incorporator

    • Corporate Purpose(s):

    The state of Minnesota allows a corporation to be formed for any business activity that is lawful and not restricted under the prevailing laws of the state.

    Director(s) Details:

  • Number of Directors At least One
  • ">Eligibility Requirements an adult of atleast 18 years of age who has no criminal charges pending on its name. Although not required by law, the articles of incorporation can prescribe additional qualifications for directors.
  • Listing Requirements Although not a mandatory requirement, the articles can provide the details of the director's name and contact address, the cumulative voting rights of the directors, the limitations or elimination of directorship in case of a breach of fiduciary duties.

    • Other Required Listing Information:

  • The complete address of the corporation's initial registered office
  • Name and contact details of the initial registered agent operating from the above, if any.
  • The details of the authorized share capital of the corporation.

    • Bylaws

    The bylaws may contain any provisions relating to the management of the business not inconsistent with the articles of incorporation or any other provisions of Minnesota law. However it is not compulsory to have bylaws to the articles of association.

    Officer Information

    Officers may be listed in the bylaws or elected by the board, and may appoint other officers, in compliance with the bylaws. A corporation must have a chief executive officer and a chief financial officer, each of whom must carry out specified state-mandated duties. Minnesota laws allows an officer to hold more than one office in the corporation and sign a document in more than one capacity. However the document must clearly indicate each capacity in which the officer is signing.

    Registered agent

    A corporation incorporating in Minnesota has the option to designate a registered agent in its articles of association. However, if it chooses to appoint a registered agent, the agent should be an adult individual residing in Minnesota and without any legal cases pending in its name. Such a registered agent must maintain a business office that is identical with the registered office of the incorporation.

    Registered office

    Minnesota state laws requires that every corporation maintain a registered office in the state.

    Annual Registration Form

    A registration form must be filed with the Minnesota Secretary of State each year by December 31, except for the first calendar year of incorporation. This form must indicate:

  • The corporation's name and its state of incorporation ;
  • The address of its registered office and the name of its registered agent at that office, if any ;
  • The address of its principal executive office, if different from the registered office address ; and
  • The name and business address of the officer or person exercising the principal functions of the chief executive officer of the corporation.

    • Income Tax Rate

    Income tax as applicable from time to time has to be paid every year. The income tax rates vary depending on the type of entity. Details of the existing income tax rates can be found at taxes.state.mn.us

    The above details are but an overview of the incorporation procedure in the State of Minnesota. While this would have provided the readers with a broad idea about these procedures, it is advised that any body who intends to incorporate their business in Minnesota seek professional guidance for the same.

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