FOREIGN LIMITED PARTNERSHIPS A limited partnership that does business in Minnesota and is formed in another state or country must register with the Secretary of State as a foreign limited partnership. Filing requirements are established by Minn. Stat. § 322A.70. A registration form, Foreign Limited Partnership Certificate of Authority, containing the required information is available from the Secretary of State at Foreign Limited Partnership Forms. Also available by mail from that office. The foreign limited partnership must attach to its registration a certificate of good standing (sometimes called a certificate of status) from the state or province where the foreign limited partnership is formed. A foreign limited partnership also must obtain a Minnesota tax identification number. If the foreign limited partnership has employees, even if those employees are members of a partner’s immediate family, it must obtain an unemployment insurance employer account number and workers’ compensation insurance covering its employees.
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.
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