Guide to Minnesota Corporation and Partnership Law

Incorporating in Minnesota requires an understanding of the basics of Minnesota corporation law. The structure of your Minnesota corporation will be instrumental in the success of your business. It will affect your tax treatment, filing requirements, funding potential and liability obligations.

The ownership plans for your business entity will help determine how to incorporate in Minnesota. A traditional corporation is useful to raise money with investors, or to allow ownership to employees in the form of shares. However, Minnesota corporate law requires complex ongoing paperwork, and will tax your business income on corporate and shareholder levels.

Minnesota LLC registration, on the other hand, is less complicated. Taxation occurs only on one level, which may be an important benefit to your company. The structure is more simple and can require only two people to incorporate. The options available under Minnesota corporate law are:

1. A domestic corporation, incorporating in Minnesota as either a C-corp or S-corp.

2. A limited liability company (LLC).

3. A limited liability partnership (LLP.;

4. A limited partnership (LP).

Action Steps
The best contacts and resources to help you get it done

Choose what works when considering Minnesota incorporation

Whether you form a corporation or partnership depends on your long-term goals. Ownership is easier to divide in a corporation, while partnerships under Minnesota partnership law are not well-suited for growth or sale and do not offer stock. Taxation is different for both types of entities. And finally, Minnesota corporation registration requires varying filing of paperwork and fees for each.

I recommend: FindLaw will guide you through picking the entity structure that works for you. If you need further advice about Minnesota corporation laws, find corporation lawyers in Minnesota at the lawyers.com website.

Make your Minnesota incorporation a reality

Minnesota corporation and partnership law requires filing certain forms as well as submitting fees. The filing may include an article of incorporation, or for Minnesota LLC registration, articles of organization. Fees will vary depending on the structure. Minnesota corporation laws allow these filings to be done electronically and forms can be downloaded on line.

I recommend: Conduct a search through the Secretary of the State's Name Availability database to find a business name that has not been incorporated. Find the appropriate business entity form on the Minnesota Online Business Entity Forms page, and file on line at the Express Services page. Confirm the fee required by checking the Secretary of the State's Fees and Services page.

Follow Minnesota corporate law closely

Minnesota incorporation requires specific information to be included in filings. The Minnesota Business Corporation Act also details requirements regarding shareholders, naming conventions, and ongoing administrative requirements under Minnesota corporate law.

I recommend: Review the laws related to MN incorporation, including Minnesota partnership law, at the Minnesota Secretary of the State's Business Entity Forms/Statutes page. Determine the requirements for filing with the state Department of Revenue's quick start for business taxpayers page. If in doubt, incorporate using a reputable on line service such as MyNewCompany.com.

Tips & Tactics
Helpful advice for making the most of this Guide

• If you plan to hire employees, register for a federal EIN and a state tax ID.
• Make sure you have the proper insurance, including worker's compensation insurance if you have employees.
• Remember to submit the required annual filings for your business to remain in good standing under Minnesota corporate law.

The official source of Minnesota Corporation and Partnership Law is
the Minnesota Corporation and Partnership Law page at Business.com