FORMING A MINNESOTA BUSINESS CORPORATION
A corporation is a separate legal entity that is owned by one or more shareholders. The shareholders elect a board of directors which is responsible for the management and control of the corporation. As a separate legal entity, the corporation is responsible for the debts and obligations of the business. In most cases the shareholders are insulated from personal liability for claims against the corporation. A corporation is formed according to the laws of the state in which it is organized. In Minnesota the business corporation statute is Minn. Stat. Chapter 302A. The following material describes the process for incorporating a business in Minnesota and some of the post-incorporation issues faced by new corporations. The formation of a state bank or trust company with the Minnesota Department of Commerce is beyond the scope of this publication. Other issues are described in the sections of this Guide on choosing the form of business organization, business taxes, and issues for employers. ARTICLES OF INCORPORATION A corporation is formed by one or more incorporators filing articles of incorporation with the Secretary of State and paying the filing fee. Incorporators must be at least 18 years of age. Minimum requirements are satisfied by filing an Articles of Incorporation for a Minnesota Business Corporation. The articles are available from the Secretary of State at Minnesota Business Corporation Articles of Incorporation . A lso available by mail from that office. Incorporators may, in the articles of incorporation, add to or modify many of the basic statutory provisions set forth in the Minnesota Business Corporation Act. If the incorporators choose to modify the statutory provisions, they must draft their own articles of incorporation; they cannot use the form provided by the Secretary of State. An attorney can assist in determining whether modifications are needed and in drafting articles of incorporation. Corporate Name Requirements for the corporate name are discussed in the section on naming the business entity, earlier in this Guide. Registered Office A corporation must maintain a registered office located in the state of Minnesota. The address of a registered office must set forth the complete office address ( not a post-office box ). This address may be a street address, a rural route and rural route box or fire number, or directions from a landmark. If directions are given, a mailing address in the same town or in an adjacent area must also be given. All addresses must have a zip code. Registered Agent The corporation is not required to name a registered agent in the articles of incorporation, but if the corporation decides to name an agent, the articles must list the name of the agent and the agent must be located at the registered office.
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