Minnesota has a modern, digital incorporation process that can help simplify forming a corporation. That’s proven by how many entrepreneurs have taken advantage of the state’s system: in 2024, more than 4,500 new corporations were registered in Minnesota.

The state’s corporate code is engineered for reliability. Once filed, your corporation becomes part of a living public record that’s updated in real time. The state also lays out each step in the process in clear terms—from what information needs to appear in your articles of incorporation to the free annual renewal that keeps your business in good standing. This level of clarity can help founders, legal teams, and finance teams stay compliant without surprises.

Below, we’ll explain how to incorporate in Minnesota: what it costs, what the law requires, and the practical steps to build a corporation that holds up under state law and investor scrutiny.

What’s in this article?

• What does it mean to incorporate a business in Minnesota?
  
• What are the advantages of forming a corporation in Minnesota?
  
• What are the legal requirements to incorporate in Minnesota?
  
• How much does it cost to incorporate in Minnesota?
  
• What are the steps to incorporate your business in Minnesota?
  
• How Stripe Atlas can help
  

What does it mean to incorporate a business in Minnesota?

In Minnesota, incorporation gives your business a legal identity as a corporation recognized by the state. Once the articles of incorporation are filed and recorded by the Minnesota secretary of state, the corporation legally exists. It can own property, sign contracts, take on debt, and continue operating even if its founders move on. That separation protects the people behind the business, as long as the corporation keeps proper records and maintains financial independence.

Minnesota law recognizes several corporate forms:

• Business corporations: These can be taxed as C corporations, or they can elect S corporation status with the US Internal Revenue Service (IRS).

• Professional corporations: These serve licensed practices such as law, medicine, or accounting. They’re governed by the Minnesota Professional Firms Act.

• Nonprofit corporations: These serve charitable or public purposes and are organized around members instead of shareholders.

• Public benefit corporations: These are for-profit entities that pursue a declared social or environmental goal and publish an annual benefit report.

What are the advantages of forming a corporation in Minnesota?

Incorporating in Minnesota gives your business legal structure and credibility under a clearly written corporate code. The state’s corporate statutes (especially Minnesota statute 302A) are straightforward, and they are supported by an online filing process that’s fast and centralized.

Here’s what incorporating in Minnesota does for your business.

Strong limited liability

Minnesota law draws a firm line between shareholders and the business itself. As long as corporate finances and records stay separate, owners aren’t personally liable for company debts or legal claims. The law makes clear where that protection begins and ends, so corporations can maintain compliance and courts can consistently enforce it.

Continuity and transferability

Corporations in Minnesota have perpetual life. They don’t dissolve when an owner exits or dies, and ownership can be transferred through shares without disrupting operations. That permanence can give investors confidence and simplify succession planning.

Credibility and access to capital

The corporate form carries weight with banks, partners, and investors because its governance (bylaws, officer roles, shareholder rights) is standardized and transparent. That predictability helps Minnesota corporations raise funds or bring on institutional investors without structural overhauls.

Tax flexibility and transparency

Corporations can be taxed as C corporations and pay a 9.8% corporate income tax, or they can elect S corporation status for pass-through taxation. The choice lets founders tailor their tax profile to growth and reinvestment plans.

Filings are handled online and can be processed within three to five business days when expedited. Annual renewals are required but free (as long as “the entity is active and in good standing”), which keeps administrative overhead low while ensuring Minnesota’s corporate registry remains accurate and up-to-date.

What are the legal requirements to incorporate in Minnesota?

Minnesota’s incorporation requirements are clear. Chapter 302A of the state’s statutes outlines exactly what businesses must include in their articles of incorporation and when a company is considered active. The law defines both how a corporation is formed and how it must be maintained to stay in good standing.

Core filing requirements

A corporation legally comes into existence when its articles of incorporation are filed with the secretary of state and the fee is accepted. There’s no review period or provisional status, and the time stamp of filing becomes the company’s legal start date.

Internal organization

After filing, the incorporator or board adopts company bylaws, appoints officers, and authorizes the issuance of shares. These internal documents aren’t filed with the state, but they give the corporation structure and ensure its limited liability holds up under scrutiny.

Ongoing compliance

Each year, corporations must file an annual renewal by December 31. The filing is free for domestic corporations and can be completed online in minutes. If the renewal isn’t filed, the corporation becomes administratively terminated, and it will have to get retroactively reinstated, or it will eventually be dissolved.

How much does it cost to incorporate in Minnesota?

Minnesota’s corporate filing system is built for clarity and consistency. Here’s what you should expect to pay.

State filing fees

Filing the articles of incorporation costs $155 if submitted online or in person, or $135 if filed by mail. The difference reflects processing speed: online and in-person filings are typically recorded faster, while mailed submissions are entered in the order they’re received. Nonprofit corporations pay $90 to file online or in person, or $70 to file by mail.

Optional filings and reservations

If you want to reserve a name before filing, the fee is $55 online or in person, or $35 by mail. The reservation is good for 12 months. Filing a Certificate of Assumed Name (a DBA) costs $50 online or in person, or $30 by mail.

Cost to reinstate

If you miss the annual renewal deadline, the company is marked inactive and eventually dissolved. Reinstating it costs $85 online or in person, or $65 by mail.

What are the steps to incorporate your business in Minnesota?

In Minnesota, incorporation follows a clear, step-by-step process.

Decide if a corporation fits your business structure

Corporations make sense for businesses planning to raise capital, issue stock, or separate management from ownership. Minnesota law, under Chapter 302A, outlines clear governance standards (boards, officers, and shareholder rights) that give investors and owners a predictable framework. Before filing, decide if your company will operate as a C corporation—taxed at the state’s 9.8% corporate rate—or if your company will elect S corporation status, so profits and losses flow through to shareholders.

Choose a name

Your corporation’s name must be unique on the secretary of state’s records and include “Corporation,” “Incorporated,” “Company,” or “Limited” (or abbreviations such as “Inc.,” “Corp.,” or “Ltd.”). You can check name availability online through the secretary of state’s database. If you want to reserve a name before you’re ready to file, you can pay to reserve the name for 12 months.

If you’ll operate under a trade name, file a Certificate of Assumed Name and publish notice twice consecutively in a qualified legal newspaper in the county of your registered office.

List your registered office

Every Minnesota corporation must have a registered office with a physical address in the state. This is where legal documents are delivered. Minnesota doesn’t require a separate registered agent; someone at that address can accept service during business hours. Many companies might still use an agent for privacy, but it’s optional.

File the articles of incorporation

Your articles of incorporation are the legal foundation of the business. File them online, in person, or by mail. The state recognizes your corporation as active the moment the filing is accepted and a time stamp is added.

Each filing must include:

• The corporation’s name and registered office address

• The number of authorized shares (at least one)

• The name and address of at least one incorporator

• An email address for state notices and a daytime contact

You can also include optional details, such as share classes, initial directors, or a business purpose, but they’re not required.

Organize the corporation

After filing, hold an organizational meeting (or record written actions) to adopt bylaws, appoint officers, and issue shares to founders or investors.

Bylaws set out how decisions are made and who has the authority to act. They’re not filed with the state, but they’re key to maintaining limited liability. Keep minutes and corporate records organized from day one.

If you have multiple shareholders, consider a shareholder agreement to define transfer rights, voting procedures, and exit terms.

Register for taxes and any required licenses

If you’ll sell taxable goods or services, register with the Minnesota Department of Revenue for a sales and use tax account. Employers must register for state withholding and unemployment taxes. Certain industries—such as construction, healthcare, and food service—require additional state or municipal licenses. The Minnesota elicensing website lists all regulated fields and issuing boards.

File your annual renewal

Each year, corporations must file an annual renewal by December 31. The renewal is free but mandatory. If missed, the company becomes inactive and can eventually be dissolved.

Once your filings are complete, your Minnesota corporation becomes part of the state’s public record—filed, time stamped, and searchable in a database that stays current year-round.

How Stripe Atlas can help

Stripe Atlas sets up your company’s legal foundations so you can fundraise, open a bank account, and accept payments within two business days from anywhere in the world.

Join 75K+ companies incorporated using Atlas, including startups backed by top investors like Y Combinator, a16z, and General Catalyst.

Applying to Atlas

Applying to form a company with Atlas takes less than 10 minutes. You’ll choose your company structure, instantly confirm whether your company name is available, and add up to four cofounders. You’ll also decide how to split equity, reserve a pool of equity for future investors and employees, appoint officers, and then e-sign all your documents. Any cofounders will receive emails inviting them to e-sign their documents, too.

Accepting payments and banking before your EIN arrives

After forming your company, Atlas files for your EIN. Founders with a US Social Security number, address, and cell phone number are eligible for IRS expedited processing, while others will receive standard processing, which can take a little longer. Additionally, Atlas enables pre-EIN payments and banking, so you can start accepting payments and making transactions before your EIN arrives.

Cashless founder stock purchase

Founders can purchase initial shares using their intellectual property (e.g., copyrights or patents) instead of cash, with proof of purchase stored in your Atlas Dashboard. Your IP must be valued at $100 or less to use this feature; if you own IP above that value, consult a lawyer before proceeding.

Automatic 83(b) tax election filing

Founders can file an 83(b) tax election to reduce personal income taxes. Atlas will file it for you—whether you are a US or non-US founder—with USPS Certified Mail and tracking. You’ll receive a signed 83(b) election and proof of filing directly in the Stripe Dashboard.

World-class company legal documents

Atlas provides all the legal documents you need to start running your company. Atlas C corp documents are built in collaboration with Cooley, one of the world’s leading venture capital law firms. These documents are designed to help you fundraise immediately and ensure your company is legally protected, covering aspects like ownership structure, equity distribution, and tax compliance.

A free year of Stripe Payments, plus $50K in partner credits and discounts

Atlas collaborates with top-tier partners to give founders exclusive discounts and credits. These include discounts on essential tools for engineering, tax, finance, compliance, and operations from industry leaders like AWS, Carta, and Perplexity. We also provide you with your required Delaware registered agent for free in your first year. Plus, as an Atlas user, you’ll access additional Stripe benefits, including up to a year of free payment processing for up to $100K in payments volume.

Learn more about how Atlas can help you set up your new business quickly and easily, and get started today.