Minnesota C Corporation Formation

When you incorporate in Minnesota, you will by default be forming a Minnesota C corporation pursuant to Chapter 302A of the Minnesota Statutes. You will file formation documents with the Business Services Division of the Secretary of State’s office. Your formation documents are public record, and details about your filing will be available in the Business Services Division’s database of corporate filings. Your Minnesota Corporation will have certain state and federal responsibilities.

Steps to Forming a Minnesota C Corporation

Your formation document is called your Articles of Incorporation. A Minnesota corporation is required to set forth (at minimum) the following information in these Articles:

  • Name: Your name must be available for use in the state, and it must include a corporate designator appropriate for your business type—Inc. or Incorporation, for example, but not LLC.
  • Registered Office Address: This address must be a physical one and not a PO box. You may also include the name of the Agent at the Registered Office, though this is not required by the state.
  • Shares: Any Minnesota corporation is required to authorize at least one share; provide the number of your corporation’s shares.
  • Incorporator: The Incorporator must sign the Articles of Incorporation.

The above information may not be sufficient for the needs of all corporations; if you would like additional information include in your Articles, you may draft your own. We have a free template of Minnesota Articles of Incorporation, if you wish to use them while drafting your own.

Further Responsibilities of a Minnesota C Corporation

Any time the information provided in the Articles of Incorporation changes, it’s important that you file an Article Amendment in order to file those changes with the Secretary of State.

A Minnesota C corporation must file a Domestic Corporation Annual Renewal with the state by December 1st. Failure to comply will cause your new Minnesota corporation to be dissolved, pursuant to Chapter 301A 821 of the state Statutes.

Additional Information about a Minnesota C Corporation

Your C Corporation:

  • Can sell stock and raise capital
  • May deduct the cost of benefits provided to employers (such as parking permits, health insurance, and so on)
  • Has a board of directors, which oversees the policies of the corporation
  • Issues limited liability for owners
  • Can be owned by non-US citizens or non-resident aliens
  • Can own other business entities
  • Can be owned by other business entities
  • Is taxed separately from the owners’ income

Shareholders of a Minnesota C Corporation cannot be held liable in a judgment against the corporation for an amount greater than the amount of stock they hold. (This does not include any personal liabilities, such as fraud, failure to pay taxes, and so on.)

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Other Types of Businesses in Minnesota

For information on other types of businesses in Minnesota, please explore the links below: