Company Name:
The name shall contain the word "corporation", "incorporated", “company” or "limited" or an abbreviation of one of such words, "Inc.", "Corp.", “Co.” or "Ltd." If using “company” or “Co.”, it cannot be following an “and” or “&”.
The name shall be as such to distinguish it from the names of other companies of any kind. The name cannot contain words or phrases which indicate that it is being formed for any other purpose then stated in the Articles of Incorporation.
Company names in Minnesota can be reserved up to 12 months.
Formation Document:
The formation document required to file a corporation in Minnesota is called the Articles of Incorporation. The information listed in the Articles of Incorporation includes, but not limited to, the name of the company, shares, email, phone number, incorporators name and address, registered agent name and address.
Professional Corporations:
Minnesota law does allow for the formation of Professional Corporations (PC's).
Directors/Officers:
Corporations are managed by their Board of Directors. The minimum number of directors required in Minnesota is 1 and they must be 18 years old. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.
Bylaws:
The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director/shareholder meetings, voting responsibilities, stock issue procedures and other operating procedures.
Annual Requirements:
All Minnesota corporations will be required to file an annual report every year with the Department of State. The statement will request updated information on the name and address of the chief executive officer, the principal executive office, and the address for service of process. The report is due December 31st annually starting the year after formation. Failure to file the annual report may result in the company becoming inactive.
Assumed Name DBA:
Corporations can register an Assumed Name (DBA) with the Office of the Secretary of State. If a corporation desires to conduct activities under a name other than its true legal name, a certificate complying with Chapter 33 of the Minnesota Statutes must be filed with the Minnesota Secretary of State. The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the corporate endings "corporation", "incorporated" or "limited" or an abbreviation of one of such words.
After filing, the Certificate of Assumed Name must be published for two consecutive issues in the legal notices section of a qualified newspaper in the county where the principal place of business is located. After publication, the newspaper will return an affidavit of publication and the newspaper ad which should be retained by the assumed name holder. Failure to publish may render the Certificate of Assumed Name invalid.
Dissolution:
The Minnesota Statutes provides a procedure for voluntarily dissolving a domestic corporation that has issued shares by filing an Intent to dissolve accompanied by Articles of Dissolution filed under Minnesota Statutes, sections 302A.7291 or 302A.727 with the Minnesota Secretary of State.
The Minnesota Statutes provides a procedure for voluntarily dissolving a domestic corporation that has not issued shares by filing an Intent to dissolve accompanied by Articles of Dissolution filed under Minnesota Statutes, sections 302A.711 with the Minnesota Secretary of State.
Taxation:
New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.
Further, if your corporation wants to apply for S-Corporation Election it should be applied for right after formation. In Minnesota an application for S-Corporation Election is required to be filed with the IRS. An application for S-Corporation Election is not required to be filed with the Minnesota Department of Revenue.
As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Minnesota Department of Revenue at http://www.revenue.state.mn.us.
Company Name:
The name shall contain, without abbreviation, the words "Limited Liability Company" or the abbreviation "L.L.C." or "LLC". It may not include the words "corporation" or "incorporated," or the abbreviations "Inc." or "corp."
The name shall be as such to distinguish it from the names of other companies of any kind. The name cannot contain words or phrases which indicate that it is being formed for any other purpose than then stated in the Articles of Organization.
Company names in Minnesota can be reserved up to 12 months.
Formation Document
The formation document required to file an LLC in Minnesota is called the Articles of Organization. The information listed in the Articles of Organization includes, but not limited to, the name of the company, duration, email, phone number, Organizers name and address, registered agent name and address.
Professional LLC's
Minnesota law does allow for the formation of Professional LLC's (PLLC's).
Members/Managers
LLC's are managed by one or more members/managers. The members are like the shareholders of a corporation and are the owners of the company. The managers are like the officers of a corporation and run the company on behalf of the members. The minimum number of members required in Minnesota is 1 and the company can be member managed. The terms of office of the members/managers are stipulated in the company operating agreement.
Operating Agreement
The company operating agreement regulates the way in which your company will be run. The operating agreement is adopted at the initial meeting of the members and is updated as needed. Included in the operating agreement will be information on member/manager meetings, voting responsibilities, membership interest and other operating procedures.
Annual Requirements
All Minnesota LLC's will be required to file an annual report every year with the Department of State. The statement will request updated information on the name and address of the chief executive officer, the principal executive office, and the address for service of process. The report is due December 31st annually starting the year after formation. Failure to file the annual report may result in the company becoming inactive.
The LLC must also keep detailed records of the company members, managers, articles of organization, operating agreement and tax returns for inspection at its principal office.
Assumed Name DBA
LLC's can register an Assumed Name (DBA) with the Office of the Secretary of State. If a corporation desires to conduct activities under a name other than its true legal name, a certificate complying with Chapter 33 of the Minnesota Statutes must be filed with the Minnesota Secretary of State. The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the LLC ending "Limited Liability Company" or the abbreviation "L.L.C." or "LLC".
After filing, the Certificate of Assumed Name must be published for two consecutive issues in the legal notices section of a qualified newspaper in the county where the principal place of business is located. After publication, the newspaper will return an affidavit of publication and the newspaper ad which should be retained by the assumed name holder. Failure to publish may render the Certificate of Assumed Name invalid.
Dissolution
Minnesota provides a procedure for voluntarily dissolving a domestic LLC by filing with the Secretary of State a Notice of Dissolution, pursuant to Minnesota Statutes, Section 322B. After the LLC has filed the Notice of Dissolution, the Articles of Termination, pursuant to Minnesota Statutes, Section 322B.816 or 322B.82, must be filed with the Secretary of State to complete the process.
If the LLC has not accepted contributions an Articles of Dissolution and Termination pursuant to Minnesota Statutes, Section 32B.803 should be filed with the Minnesota Secretary of State.
Taxation
New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.
As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Minnesota Department of Revenue at http://www.revenue.state.mn.us.
Company Name:
The name shall contain the word "corporation", "incorporated" or "limited" or an abbreviation of one of such words, "Inc.", "Corp." or "Ltd.", unless the corporation is formed for charitable or religious purposes, or for purposes for which the approval of the commissioner of social services or the public health and health planning council is required, or is a bar association. The word “company” and “Co.” can be used, only if they are not proceeding an “and” or “&”.
The name shall be as such to distinguish it from the names of other companies of any kind. The name cannot contain words or phrases which indicate that it is being formed for any other purpose then stated in the Certificate of Formation. Company names in Minnesota can be reserved for up to 12 months.
Formation Document
The formation document required to file a Not-For-Profit corporation in Minnesota is called the Articles of Incorporation. The information listed in the Articles of Incorporation includes, but not limited to, the name of the company, email, telephone, incorporators name and address, and registered agent name and address.
Directors/Officers
Not-For-Profit corporations are managed by their Board of Directors. The minimum number of directors required in Minnesota is 3 and there is no age requirement. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.
You can choose to have a members for your Not-For-Profit organization. The members have the exclusive right to elect directors, amend articles and bylaws, and vote on a merger or dissolution of the corporation. A membership structured Not-For-Profit organization normally benefits the members of the organization, such as a club or social organization. A Not-For-Profit organization that does not have members will be governed by its board of directors as is the case with most charitable organizations.
Bylaws
The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director meetings, voting responsibilities, membership requirements and other operating procedures.
NFP corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors and officers, minutes of all director meetings, records of actions taken by directors without a meeting, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.
Annual Requirements
Minnesota Not-for-profit corporations will be required to file an annual report every year with the Department of State. The statement will request updated information on the name and address of the chief executive officer, the principal executive office, and the address for service of process. The report is due December 31st annually starting the year after formation. Failure to file the annual report may result in the company becoming inactive.
Assumed Name DBA
NFP Corporations can register an Assumed Name (DBA) with the Office of the Secretary of State. If a NFP corporation desires to conduct activities under a name other than its true legal name, a certificate complying with Chapter 33 of the Minnesota Statutes must be filed with the Minnesota Secretary of State. The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the corporate endings "corporation", "incorporated" or "limited" or an abbreviation of one of such words.
After filing, the Certificate of Assumed Name must be published for two consecutive issues in the legal notices section of a qualified newspaper in the county where the principal place of business is located. After publication, the newspaper will return an affidavit of publication and the newspaper ad which should be retained by the assumed name holder. Failure to publish may render the Certificate of Assumed Name invalid.
Dissolution
The Minnesota Statutes provides a procedure for the Board and Members to voluntarily dissolve a domestic nonprofit corporation by filing an Intent to dissolve accompanied by Articles of Dissolution filed under Minnesota Statutes, sections 317A.721 or 317A.733 with the Minnesota Secretary of State. The Incorporators can dissolve the NFP by filing an Articles of Dissolution under Minnesota Statutes, section 317A.711
Taxation
New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc.
In order to apply for tax-exempt status under section 501(c)(3) of the Internal Revenue Code, an organization must be organized and operated exclusively for exempt purposes set forth in section 501(c)(3) of the IRS code, and none of its earnings may inure to any private shareholder or individual. The company must file Form 1023 for charitable organizations or Form 1024 for other types of tax exempt organizations in order to apply for tax-exempt status. Visit http://www.irs.gov/Charities-&-Non-Profits for additional information.
As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Minnesota Department of Revenue at http://www.revenue.state.mn.us.
