Minnesota Incorporation

Minnesota Incorporation

Form a Minnesota Corporation

Incorporate in Minnesota online with the Minnesota incorporation experts at LawInc.com Forming a Minnesota corporation has never been simpler. We will help you form a Minnesota corporation, the right way. To simply incorporate in Minnesota, click on “Order Now.” Please feel free to call us, anytime, with any questions. Incorporate Minnesota today. Form a Minnesota (MN) corporation online now.

Incorporating in Minnesota

Incorporating a Minnesota corporation can be vital to businesses based of Minnesota. At LawInc, we prepare your Minnesota corporation Articles of Incorporation, bylaws, stock certificates, stock ledger and more. We can even obtain your Minnesota corporation Tax ID number and file your Minnesota S corporation election with the IRS.

Minnesota Incorporation Information

The following Minnesota incorporation information will likely be helpful when deciding to incorporate in Minnesota.

Minnesota Corporation Name

The first step in forming a Minnesota corporation is selecting the business name. Minnesota corporation names:

  • Must contain the word “Corporation,” “Incorporated,” “Company” or “Limited” or the abbreviation “Corp.,” “Inc.,” “Co.,” or “Ltd.”
  • Must be distinguishable from any name of record with the Secretary of State.


An available Minnesota corporation name may be reserved with the Minnesota Secretary of State for a 12 month period.

LawInc.com permits you to choose up to three names and will conduct a name search for your Minnesota corporation, prior to filing.

Minnesota Corporation Formation

Minnesota Filing Procedure: To incorporate in Minnesota, you must file Minnesota Articles of Incorporation with the Minnesota Secretary of State.

Minnesota Corporation Articles of Incorporation: The Minnesota Articles of incorporation should include:

  • Name of the Minnesota corporation.
  • Name and address of the Minnesota corporation registered agent.
  • Number of shares of the Minnesota corporation.
  • Name and address of each Minnesota corporation incorporator.
  • Email address for official notices.
  • Contact person name and phone number.


Minnesota Corporation Filing Fee: $135 filing fee for the Articles of Incorporation.

Minnesota Corporation Incorporator: Minimum number of incorporators is one (1) (person or entity) and there is no requirement that an incorporator be a resident of Minnesota.

Minnesota Corporation Directors: The minimum number of directors is one (1).

Minnesota Corporation 1244 Stock: Election to have stock classified as IRC Section 1244 stock allows for a substantially larger application of the deduction from business losses to ordinary income than regular stock. With regular stock, you can only offset $3,000 against ordinary income. With the issuance of Section 1244 Stock, the corporation can claim an ordinary loss deduction of as much $100,000.

Minnesota Registered Agent: When incorporating in Minnesota, a Minnesota corporation must maintain a registered agent and office to receive service of process in Minnesota. The Minnesota registered agent should be available, at a Minnesota physical address, during normal business hours to accept important legal and tax documents on behalf of the Minnesota corporation. The registered agent can either be (1) an individual with a physical Minnesota address or (2) a corporation authorized to serve as registered agent.

Minnesota Corporation Post-Filing Requirements

Minnesota Corporation Annual Report: Minnesota corporations must file an Minnesota Corporation Annual report which is due annually, by December 31. There is no fee. To file online visit http://mblsportal.sos.state.mn.us/.

Minnesota Corporate Minutes: Minnesota corporations should hold and document annual shareholder and director meetings.

Minnesota Corporation Taxes

Minnesota Corporation Taxes: For more information about Minnesota taxes, visit: http://www.revenue.state.mn.us.

Minnesota C Corporation: When incorporating in Minnesota, all Minnesota corporations formed by default are “C” corporations. A Minnesota C corporation is a Minnesota corporation that has not made an election to be an “S” corporation. The term C corporation is specifically used because the entity is taxed under subsection C of the IRS code. Minnesota C corporations are taxed at two levels (“double taxation”). This means that the corporation itself pays its own tax when it makes money (the first tax). The owners or shareholders are then taxed again when they are paid a salary or dividend by the corporation (the second tax). Despite double taxation, Minnesota C corporations offer many planning and benefit opportunities.

Minnesota S Corporation: A Minnesota S corporation is a corporation that has made an election with the IRS to be treated for tax purposes as a “pass-through entity.” This means that corporate profits and losses are passed through to the shareholders (owners) who report them on their own personal tax returns and pay the tax at the individual level. The corporation pays no federal income tax at the corporate level. Minnesota S corporations are not subject to the double taxation C corporations encounter. The State of Minnesota recognizes S corporation status.

These are the 3 main advantages of forming a Minnesota S corporation:

  1. No double taxation: One of the main advantages of Minnesota S corporation status is that it avoids the double taxation that occurs with a regular Minnesota C corporation. In a Minnesota C corporation, the corporation pays income tax on its profits and, if those profits are distributed to shareholders, the shareholders pay income tax on the distribution.
  2. Loss deductions: The availability of losses. Shareholders of a Minnesota S corporation generally may deduct their share of the corporation’s net operating loss on their individual tax returns in the year the loss occurs. Losses of a Minnesota C corporation, however, may offset only the corporation’s earnings.
  3. Self-employment tax savings: By electing S corporation status, only the earnings actually paid out to you as salary are subject to payroll taxes; money left in the business is not subject to payroll taxes or self-employment tax. All income passes through, but its tax status depends on whether it is classified as salary or ordinary income.

Federal Tax Identification Number/Employer Identification Number (EIN): The Federal Tax Identification Number, also known as the Employer Identification Number (EIN) is a number that is assigned to a business by the Internal Revenue Service. An EIN is like a Social Security Number for a business. It is a requisite for certain business functions such as opening bank accounts or hiring employees. When incorporating in Minnesota, Minnesota corporations should obtain an EIN. The federal taxpayer identification number of the corporation should be included in the Articles of Incorporation. However, the failure to include the number will not cause the Secretary of State to reject the Articles of Incorporation for filing.

Minnesota Corporation Dissolution

Minnesota Corporation State Dissolution Requirements: A Minnesota corporation can be voluntarily dissolved by filing an Intent to Dissolve and/or Articles of Dissolution.

Minnesota Corporation Federal/IRS Dissolution Requirements: Corporations are required to file IRS Form 966, Corporate Dissolution or Liquidation. A final tax return should be filed with the IRS. Form 966 should be filed along with the final tax return. Final state tax returns may also need to be filed. Follow up with an accountant regarding all tax related requirements.