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Types of Minnesota businesses


Here is a brief overview of the main types of business structures available in Minnesota. You may wish to consult with an attorney, accountant, or another resource before making a determination as to the type of business to form.

Any sole-proprietorship or general partnership that conducts business in Minnesota under a name that does not contain the full name of each individual doing business as a proprietor or partner, must file a Certificate of Assumed Name.

Any corporation, Limited Partnership or Limited Liability company that conducts business under a name other that the exact legal name of the entity, must file a Certificate of Assume Name.

After filing with this office, you must publish the Certificate of Assumed Name with a qualified Legal Newspaper for two consecutive issues in the county where the principal place of business is located.  After publication, the newspaper will return an affidavit of publication which should be retained by the business.  Our office does not require a copy of the affidavit.  Failure to publish may render the filing invalid.

An annual renewal is required once each calendar year.  There is no charge for filing the annual renewal unless the assumed name is expired for failure to file an annual renewal, in which case there is a reinstatement fee.

For more information, see Minnesota Statutes, Chapter 333

 

Go here and login or create an online account to file an Assumed Name or Sole Proprietorship online.

Go here for Assumed Name and Sole Proprietorship Forms

 

One or more persons may form a Minnesota business corporation for any lawful purpose. Unless the articles of incorporation state otherwise, the corporation has general business purposes and the corporation has unlimited power to engage in any lawful act.

Filings for banks, savings banks, trust companies, building, loan and savings associations and insurance companies are typically filed with the Minnesota Department of Commerce, They can be reached at 651-539-1500 or 85 E. 7th Place, # 500, Saint Paul MN 55101.

An annual renewal is required once each calendar year.  There is no charge for filing the renewal unless the corporation is administratively dissolved, in which case there is a reinstatement fee.

For more information, see Minnesota Statutes, Chapter 302A

Go here and login or create an online account to file a Minnesota Business Corporation online.

Go here for Minnesota Business Corporation Forms

 

A nonprofit corporation files Articles of Incorporation with this office and is formed for a purpose not involving monetary gain and paying no dividends to its members.  It may form for any lawful purpose, including the conduct of commercial activities.

If you intend to apply for IRS federal tax exemption as a charitable organization, your Articles of Incorporation must contain a required purpose clause and a dissolution of assets provision.  Valuable information on 501(c)(3) qualification is on the IRS website, www.irs.gov and then under "Information For...", click on the Charities and Nonprofits link.  

There are also a number of helpful websites about nonprofits and their activities maintained by the Attorney General, the Minnesota Council of Nonprofits, the Minnesota Council of Foundations, and the Management Assistance Program for Nonprofits.

An annual renewal is required once each calendar year. There is no charge for filing the renewal. There is also no charge for a reinstatement if the Nonprofit is Involuntarily Dissolved for failure to file the annual renewal.  

For more information, see Minnesota Statutes, Chapter 317A.

Go here and login or create an online account to file a Minnesota Nonprofit Corporation online.

Go here for Minnesota Non-Profit Corporation Forms

Foreign business and nonprofit corporations and foreign cooperatives may register with this office by filing a Certificate of Authority to Transact Business in Minnesota.

An annual renewal is required once each calendar year. There is a fee to file the renewal.  If the registration is Revoked for failure to file the annual renewal, there is an additional reinstatement fee.    

For more information, see Minnesota Statutes, Chapter 303.  Note: Chapter 303.03 provides additional information regarding when registration is required with this office.

Go here and login or create an online account to file a Foreign Corporation online.

Go here for Foreign Corporation Forms

 

 

One or more persons may form a Minnesota Limited Liability Company (LLC) by filing Articles of Organization.  A LLC is a business organization that combines partnership taxation with corporate limited liability.

Foreign Limited Liability Companies may register by filing a Certificate of Authority to Transact Business in Minnesota.  

An annual renewal is required once each calendar year.  There is no charge for filing unless the company has been administratively terminated or revoked, in which case there is a reinstatement fee.  

For more information, see Minnesota Statutes, Chapter 322B & 332C.

Go here and login or create an online account to file a Minnesota or Foreign Limited Liability Company online.

Go here for Minnesota & Foreign Limited Liability Company Forms

 

An existing general partnership may register with this office and avail itself of special legal rules that limit the liability of the partners.  This registration makes the partnership a limited liability partnership (LLP).   To register an LLP, a Statement of Qualification form is required.

An annual renewal and fee is required once each calendar year. There is a fee to file the renewal or the reinstatement if the registration is administratively dissolved for failure to file the annual renewal.

For more information, see Minnesota Statutes, Chapter 323A

Go here and login or create an online account to file a Minnesota or Foreign Limited Liability Partnership online.

Go here for Minnesota & Foreign Limited Liability Partnership Forms

An existing general partnership may register with this office and avail itself of special legal rules that limit the liability of the partners.  This registration makes the partnership a limited liability partnership (LLP).   To register an LLP, a Statement of Qualification form is required.

An annual renewal and fee is required once each calendar year. There is a fee to file the renewal or the reinstatement if the registration is administratively dissolved for failure to file the annual renewal.

For more information, see Minnesota Statutes, Chapter 323A

Go here and login or create an online account to file a Minnesota or Foreign Limited Liability Partnership online.

Go here for Minnesota & Foreign Limited Liability Partnership Forms

Any sole-proprietorship or general partnership that conducts business in Minnesota under a name that does not contain the full name of each individual doing business as a proprietor or partner, must file a Certificate of Assumed Name.

In order for a Minnesota Limited Partnership to be formed, a Certificate of Limited Partnership must be delivered to the secretary of state for filing.  

Note:  Limited Partnerships may choose to be a limited liability limited partnership.  For additional information, see Minnesota Statutes. 321.0201 clause (a) (4).

A Foreign Limited Partnership may register with this office by fiing a Certificate of Authority to Transact Business in Minnesota.

An annual renewal is required once each calendar year.  There is no charge for filing the renewal unless the limited partnership is revoked, in which case a reinstatement fee is required.

For additional information, see Minnesota Statutes, Chapter 321

Go here and login or create an online account to file a Minnesota or Foreign Limited Partnership online.

Go here for Minnesota & Foreign Limited Partnership Forms

 

A public benefit corporation is a new type of profit-making Minnesota business in which the business pledges to pursue a general or specific benefit to society. The benefit is not necessarily related to the business the corporation operates. A PBC is formed and incorporated in the same way as a normal Minnesota business corporation.  A PBC is additionally required to submit a public annual report that details how they met their public benefit. There is no tax advantage to being a public benefit corporation, or to investing in one. There are no tax deductions to investors, and the company pays corporate tax on all profits. NOTE: Registration of a public benefit corporation must be filed by mail or in person (not online).