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.
Corporate Seal The corporation is no longer required to have a corporate seal.
Number of Authorized Shares of Stock A corporation may authorize any number of shares of stock. The articles of incorporation require only the total number of shares authorized. Neither a par value nor a stated value is required, although the articles may include par value if shares are to have a par value. Corporations that plan to do business in another state should consider including a provision specifically stating that shares have a par value of one cent per share for franchise fee purposes. This is a restatement of Minn. Stat. § 302A.401, subd. 2(c) and may enable the corporation to avoid paying excess franchise fees in other states. Note: While the number of authorized shares is fixed in the articles, the decision to issue shares is up to the directors, who may reserve shares for later issuance. The board must approve each issuance and ensure that the corporation receives fair value for its shares. Names, Addresses and Signatures of Incorporators The articles must list the names and complete mailing addresses, including zip codes, of each of the incorporators. There must be at least one incorporator. Each incorporator must be a natural person of at least 18 years of age and must sign the articles.
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