How to Form a C-Corporation in Minnesota
Minnesota headquartered 31 publicly traded companies in the top 1,000 U.S. companies by revenue in 2011. This includes such large companies as Target and UnitedHealth Group.
When forming an C-Corporation in the state of Minnesota, you must complete the following requirements:
- Select a business name according to requirements
- File all necessary articles of organization and submit filing fees
- Fulfill registered agent requirements
- Register your federal tax ID
- Complete annual reports
- Establish a director

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Select Business Name According to State Requirements
- Name requirement: Your name must include “Incorporated,” “Corporation,” “Limited,” “Company” or an abbreviation for one of these words.
- Note that you cannot use “and Company” or “& Company” (ex: “Dave’s Bait Shop & Co”).
- The name must not be the same as or deceptively similar to a name already in use, or a registered or reserved name.
- Also, professional corporations have their own naming requirements and must include:
- Professional Corporation
- Professional Service Corporation
- Service Corporation
- Professional Association
- Chartered
- Limited
- or an abbreviation of the above

File Articles of Organization and Submit Filing Fees
- To start a corporation in Minnesota, you must file Articles of Incorporation with the Secretary of State’s Business Services.
- Filing Fee: $135 for mailed filings; $155 for online or in-person filings.
- Processing Time: Filing online or in person processes 2 days. If you decide to mail your filing, and it will take around 4-7 days.

Fulfill Registered Agent Service Requirements
- Your Minnesota corporation is required to list a registered office in your Articles of Incorporation.
- The office must be a Minnesota street address.
- You could list your own personal address or office but note that your Articles are part of the permanent public record—meaning your address would be available to data sellers, solicitors, and general busybodies.
- Also, someone would need to be regularly available at the address or else you risk missing critical legal notifications.

Register Your Federal Tax ID Number
- The IRS requires corporations to obtain an EIN. This tax ID is used to identify your business on federal filings.
- You can apply for an EIN directly from the IRS for no fee.

Complete Annual Reports
- Annual Report Deadline: Corporations must file annual registrations with the Minnesota Secretary of State on or before December 31.
- Turnaround time: Turnaround time at the state is between 7 and 10 business days.
- Signatures: No signature required. Emailed or faxed signatures are accepted.
- Filing extensions: Not permitted.

Establish A Director
- Minimum number: Corporations are required to have one or more directors.
- Director qualifications: The Articles of Incorporation or bylaws may prescribe the qualifications for directors.
- Appearance in articles: Not required. Directors’ names and addresses do not have to appear in the Articles of Incorporation.
- Written consent: Permitted. Directors may act in writing in lieu of holding a meeting.
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