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LeapLaw's 50 State Blawg  > Minnesota
Sponsored by:
Premier Corporate Services, Inc.
Premier Corporate Services, Inc.
Capitol Professional Building
590 Park Street, Suite 6
St. Paul, MN 55103
Phone: (651) 225-9500
Toll Free: (800) 227-1256
Fax: (800) 227-1263

Search posts for:

Basics Box: Minnesota
Secretary of State
Status Search
  • Fax File:
  • UCC: Yes (with account)
    Corporate: Yes (with account)
  • E File:
  • UCC: Yes (more)
    Corporate: Yes
  • Expedited Services:
  • UCC: No
    Corporate: Yes
  • Name Reservations:
  • Yes (12 months)
  • Preclearance:
  • No
    Advantages of Choosing NRAI as Your Registered Agent (Minnesota)
    Apostilles and Authentications (Minnesota)
    Certified Copies (Minnesota)
    Contact Information - Minnesota Secretary of State
    Domestic Corporate Dissolution Summary (Minnesota)
    Domestic Corporation Summary (Minnesota)
    Foreign Qualification Summary (Minnesota)
    LLC Formation Summary (Minnesota)
    Recommended Service Company (Minnesota)
    Secretary of State Address (Minnesota)
    UCC Filings (Minnesota)

    Advantages of Choosing NRAI as Your Registered Agent (Minnesota)
    NRAI offers the most comprehensive suite of registered agent and entity management services available anywhere. Services are available in all 50 states, the District of Columbia and in most International Jurisdictions and include:

  • Comprehensive Nationwide and International Registered Agent Network

  • Registered Agent and Registered Office in all locations

  • Telephone and e-mail notification of Service of Process

  • Free delivery of all Service of Process via express courier

  • Computerized tracking of Service of Process

  • Forwarding of all official communications received including tax forms

  • Customized electronic tax calendar

  • Full access to NRAI Document Library and website tools

  • Convenient annual invoicing for all company groups, resulting in one common renewal month selected by the client

  • Representation as agent under contract such as loan agreements, etc.

  • Nominee Officer and Director and Holding company services

  • Special representation under specific statutes such as insurance, banking, broker dealer, real estate, etc.

  • Special Purpose Entity Services such as Independent Director/Member/Trustee

  • Annual Report filings services (ARMS)

  • Electronic annual report filing in some jurisdictions

  • Access to the NRAI Affiliate Network of over 500 services professionals

  • And more………

    NRAI offers the most competitive rates and in most instances can provide substantial savings over your existing service with an upgrade in responsiveness and service. To learn more about NRAI services, contact either NRAI or NRAI Affiliate Network members.
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  • Apostilles and Authentications (Minnesota)
    Information regarding apostilles and authentications.

    Either in person or via mail, the Minnesota Secretary of State must receive an original copy of the document to be authenticated.

    Expedited Services: Expedited services are available for in-person drop-offs.

    Turnaround Time: Generally, 24 hours.

    Common problems (reasons for rejection) encountered in the authentication process:

    Insufficient Fees - The authentication fee is $5 per document (with an additional $20 fee per public official's signature for over the counter transactions). That means $5 for each copy or duplicate original.

    Not Properly Notarized - All documents must be properly signed by a person representing the agency issuing the document and are required to be an original signature NOT a photocopied signature.

    Notary Commission - The commission must be valid and up to date and the expiration date on the notary stamp must be accurate. If the notary is not up to date the Department of Commerce must be contacted at 651-296-6319.

    Country Required - Each document or the cover letter must identify the country of intended use so the correct authentication is attached to the document.

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    Certified Copies (Minnesota)
    You may obtain certified copies by:

    Expedited: Processed "while you wait". A service company can be used to obtain expedited good standings. ($20 expedited excise fee per transaction).

    Non-Expedited: Processed in order of date received and mailed.

    Online and Express Service: Direct Access subscribers can order copies online. For an additional $10.00, 24-hr turn-around time is guaranteed. Online

    Fee Schedule

    Document Retrieval, Generally

    Corporate documents, such as charters, certificates of change and annual reports filed with the secretary of state's office are public and retrievable by anyone. Plain copies are available for a minimal copy charge and are useful when information contained on the document is needed (i.e. last year's annual report) for reconstruction of a minute book or some other historical purpose). In some states, such as Delaware, plain copies can take longer to receive than certified copies.

    Secretaries of state will certify the documents on file for an additional fee. Some states, such as Massachusetts, provide the documents online at no charge. See LeapLaw's Corporate Connection for states offering on-line certified copies. If certified copies are needed, your preferred service company may assist or copies may also be ordered on-line at some secretaries of state. Certified copies of charter documents are a common requirement in corporate financing transactions.

    Transaction Tips: For transaction purposes, a certified copy of the charter is generally ordered to reflect the current structure of the corporation. Therefore, when ordering certified copies of the charter, typically the charter and amendments will suffice, as opposed to " everything on file" which would include all changes (i.e. resident agent) and annual reports. Changes and annual reports do not affect the structure of the corporation and are typically not necessary for closing purposes.

    “Restated forward” means all documents on file from the date of the most recent restated certificate of incorporation (or equivalent) forward to the date of the order. “Restated forward" is typically, but not always, sufficient for transaction purposes.

    For more information about public searches, see LeapLaw's Public Searches Best Practice Summary.

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    Contact Information - Minnesota Secretary of State
    Minnesota Secretary of State
    Business Services Division
    Secretary of State
    180 State office Building
    100 Constitution Avenue
    St. Paul, MN 55155-1299

    Toll Free Phone: 877-551-6767

    TTY: 1-800-627-3529

    Business Services - [email protected]
    Fax: 651-297-7067

    Uniform Commercial Code - [email protected]
    Fax: 651-215-1009

    Direct Access - [email protected]

    Fax: 651-297-7067

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    Domestic Corporate Dissolution Summary (Minnesota)
    Pursuant to Minn. Stat. Ann. § 302A.725, a corporation incorporated in Minnesota may be voluntarily dissolved by delivering to the Secretary of State and Intent to Dissolve followed by Articles of Dissolution.

    Online Filing: Filings may be made online. Click "business filings"

    Tax Clearance: A tax clearance is not required but the corporation must be in good standing with the MN SOS.


    Prior to Stock Issuance or Commencing Business: Majority of incorporators or initial directors.

    After Stock Issuance: Resolution of the board of directors and majority of all voting shareholders at a meeting or by written consent; or Resolution of directors and unanimous written consent of all shareholders entitled to vote.

    Articles of Dissolution:

    There are various versions of Articles of Dissolution to choose from depending upon how the dissolution was approved.

    Filing Fee: $35.00. If filed online, fee is $45.00 as it includes an expedited fee of $10.00.

    Dissolutions, Generally

    A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.

    IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.

    For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.

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    Domestic Corporation Summary (Minnesota)
    Pursuant to the Minnesota Business Corporation Act (Minn. Stat. Ann. § 302A.001 et seq.), a corporation incorporating in Minnesota files Articles of Incorporation with the Minnesota Secretary of State (MN SOS).

    Online Filing: Filings may be made online. Click "business filings"

    Corporate Name: The corporate name must contain "corporation" "limited" "company" "incorporated" or abbreviation thereof (company or co. cannot be preceded by "and" or "&")

    Maximum Stock for Minimum Filing Fee: None.

    No. of Directors: The corporation may have 1 director.

    Paid in Capital: There is no minimum amount of paid in capital required to commence business.

    Purpose: No specific business purpose is required.

    Preemptive Rights: Granted unless specifically denied.

    Cumulative Voting: Granted unless specifically denied.

    Incorporator may be anyone over 18 years of age and does not have to be a resident of Minnesota.

    Filing: Submit one executed original of the articles of incorporation to the MN SOS. Document may be a fax or scanned copy. The certificate of incorporation is issued by the MN SOS.

    Filing Fee: $160. Checks payable to Secretary of State. $170.00 if filed online.

    Incorporations, Generally

    A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.

    LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.

    A complete incorporation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing a charter document for filing

  • Drafting bylaws

  • Preparing consent of incorporator (if applicable under relevant state law)

  • Preparing an organizational consent of directors

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)

  • Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance

  • Creating a stock ledger

  • Preparing and filing applications of foreign qualifications (if any)

  • Organizing the minute book

    For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.

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  • Foreign Qualification Summary (Minnesota)
    Pursuant to the Minnesota Business Corporation Act (Minn. Stat. Ann. § 303 et seq.), a foreign corporation may not transact business in this state until it files an Application for Certificate of Authority with the Minnesota Secretary of State (MN SOS).

    Online Filing: Filings may be made online. Click "business filings"

    Name of Corporation: Name must contain "corporation" "limited" "company" "incorporated" or abbreviation thereof (company or co. cannot be preceded by "and" or "&").

    Good Standing Certificate: As of August 2009, a certificate of existence is no longer required.

    Filing and Execution: The filing is signed by an officer of the company. Original executed copy is filed with the MN SOS. Fax or scanned copies are acceptable.

    Filing Fee: $225. Checks payable to Secretary of State.

    Foreign Qualifications, Generally

    A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.

    For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.

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    LLC Formation Summary (Minnesota)
    Pursuant to the Minnesota Limited Liability Company Act (Minn. Stat. Ann. § 322B.01 et seq.), a limited liability company forming in Minnesota files Articles of Organization with the Minnesota Secretary of State (MN SOS).

    LLC Name: The LLC name must contain "limited liability company" or "LLC".

    No. of Members: The LLC may have 1 member.

    Execution and Filing: Signed by "organizer(s)" and original submitted to the MN SOS.

    Filing Fee: $50.00 payable to the Secretary of State.

    More Information

    Online Filing: Filings may be made online. Click "business filings". A $10.00 expedited fee applies.

    LLC Formation, Generally

    A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.

    LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.

    A complete formation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing the formation certificate for filing with the secretary of state

  • Drafting an operating agreement

  • Preparing an organizational consent of managers or members

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing and filing applications of foreign registrations (if any)

  • Organizing the company records book

    For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.

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  • Recommended Service Company (Minnesota)
    The service companies listed below are members of NRAI’s Affiliate Network. These companies are high-quality service companies that deliver double the service for a fraction of the cost of the larger companies.

    So whether you’re looking to save significant money on Registered Agent services or double the service for half the price on corporate and UCC services, we strongly encourage you to contact:

    Premier Corporate Services, Inc.
    590 Park Stret, Suite 6
    St. Paul, MN 55103
    Phone: 800.227.1256
    Fax: 800.227.1263

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    Secretary of State Address (Minnesota)
    Business Services Division
    Secretary of State
    60 Empire Drive, Suite 100
    St. Paul, MN 55103

    General Information (651) 296-2803

    Name Availability (651) 296-2803

    Annual Reports (651) 284-0586

    Filings Submitted (651) 297-1455

    Certifications (651) 296-2803

    Fax (651) 215-0683

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    UCC Filings (Minnesota)
    UCC financing statements are filed at the Minnesota Secretary of State (MN SOS) which is the Minnesota Central Filing System. The UCC and CNS central filing system is comprised of satellite offices located in many of the county recorders’ offices for filing UCC documents.

    Online Filings: Filings can be made online.

    Filing Fee: $20.00

    More Information

    UCC Filings, Generally

    Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.

    Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.

    In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.

    Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.

    Foreign Debtors

    A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.

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