Change of Registered Office or Registered Agent The registered office or registered agent may be changed by amending the articles of incorporation that sets forth the registered office or registered agent. To do this, the corporation must follow the procedure for amending articles of incorporation. Every time a corporation moves or changes its registered office or agent it must file a Notice of Change of Registered Office/Registered Agent with the Secretary of State. The Notice of Change of Registered Office/Registered Agent must state the name of the corporation; the new address of the registered office, if the registered office is being moved; the name of the new registered agent, if a new agent is being appointed; and that the change of office or agent was approved by the board of directors. Notice of Change of Registered Office/Registered Agent forms are available from the Secretary of State at Minnesota Business Corporation Forms. Also available by mail from that office. The statement must be signed by an authorized representative of the corporation. There is a filing fee.
POST-INCORPORATION ISSUES
General Considerations When a corporation is formed, it becomes a legal entity that is separate from the owners or shareholders. The corporation can only act, however, through the individuals who are the incorporators, officers, directors, or shareholders. As part of the process of organizing the corporation, those individuals address a number of organizational matters, such as planning the capitalization, choosing the state of incorporation, selecting and reserving the corporate name, and drafting articles of incorporation and bylaws. Once the corporation is formed, those individuals will need to start up and operate the corporation. Specific guidance may be obtained from the firm’s legal and tax advisors. In general, start-up and maintenance tasks include: • Obtaining federal and state tax identification numbers and an unemployment insurance employer account number for the corporation. • Issuing shares of stock in conformity with the articles of incorporation; note also that federal and state securities laws apply to the issuance of corporate shares. Corporate shares may be represented by share certificates or may be “uncertificated.” Uncertificated shares do not have certificates but are still reflected on the records of the corporation. As stated elsewhere in this Guide, these laws are complex, and the advice of knowledgeable professionals should be obtained before attempting to issue corporate securities. • Setting up and maintaining corporate books and records, including books of account, shareholder records, and corporate minute books. • Calling and conducting the initial meeting of the board of directors or shareholders in conformity with the articles of incorporation and applicable laws. • Assuring that all actions taken and decisions made by the corporation through its directors, officers and shareholders conform to the articles of incorporation, bylaws, and applicable law. All actions and decisions should be recorded in the corporation’s minute book.
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