Annual Registration Minnesota corporations must file an annual corporate registration with the Secretary of State which will provide corporations with a reminder-to-file notice. Failure to file an annual registration for any calendar year will trigger an administrative dissolution of the corporation. Business Activities Report Every corporation that does business in Minnesota must annually file with the Minnesota Department of Revenue a M4R, Minnesota Business Activity Report. Corporations are exempt from this requirement if they: • File a Minnesota corporate income tax return on time; • Possess a certificate of authority to do business in Minnesota; • Are a tax-exempt corporation; • Are engaged solely in secondary market activity in Minnesota; or • Are financial institutions that annually conduct business with fewer than 20 persons, and have total assets and deposits of less than $5 million. A corporation that is required to file a business activities report and fails to do so is prohibited from prosecuting any cause of action upon which it may bring suit under Minnesota law. In addition, those corporations generally are barred from using Minnesota courts for contracts executed and causes of action arising during the violation period. The Commissioner of Revenue may disclose to litigants whether a business activities report has been filed by a party to a lawsuit. Copies of Form M4R Minnesota Business Activity Report, may be obtained from the Minnesota Department of Revenue at the contact information listed in the Resource Directory section of this Guide. SUBSIDIARIES When a corporation extends into a new product line or a new geographic area, it frequently establishes a “subsidiary” corporation. A subsidiary corporation is a separate legal entity which happens to be controlled by another corporation (its “parent”) that owns enough shares of the subsidiary’s stock to dictate policy. Some subsidiaries are wholly-owned, some are not. As a separate entity, separate records and management are required, although consolidated financial and tax reporting may be possible under certain circumstances. Subsidiaries may also serve to insulate the parent corporation from liability for the action of the subsidiary under certain circumstances. PUBLIC BENEFIT CORPORATIONS Public Benefit Corporations, a new legal corporate form, are like traditional for-profit business corporations in most ways except that they choose to make social commitments a part of their business plan. Primarily, a public benefit corporation declares a legally binding social purpose, in
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