Minnesota Corporation Formation, 2026
How to form a corporation in Minnesota for $0 service fee.
Minnesota state filing fee is $135. Standard processing Same day (online). We file Articles of Incorporation with the Minnesota Secretary of State, issue 10M authorized shares (QSBS-eligible), prepare Minnesota corporate bylaws, issue founder common stock with vesting and 83(b) templates, obtain your EIN, and file your BOI report.
$0 service fee
QSBS preserved
60-day money-back
SOC 2 Type II secure
4.9 rating · 8,200+ reviews
Filed directly with the state
10,000,000 shares authorizedQSBS
Founder stock · 83(b) · EIN
Cap table ready on day one
Is a Minnesota corporation right for you
When the corporation structure fits.
FORM A CORPORATION IN MINNESOTA IF
- You plan to raise venture capital (institutional investors require C-Corp)
- You want to issue stock options to employees (ISOs)
- You want QSBS eligibility for capital gains tax exclusion
- You expect significant retained earnings (C-Corp can retain at 21% federal rate)
- You want clear separation between operators and shareholders
FORM AN LLC INSTEAD IF
- You are a solo operator or small business not raising outside capital
- You want pass-through taxation with no corporate formalities
- You prefer minimal annual compliance burden
- You will own real estate (LLCs are standard for property holding)
- You want simpler ownership transfer without share certificates
The Minnesota business environment
Why Minnesota for your corporation.
Same-day online filing. 17 Fortune 500 HQs (highest per capita in US). State income tax up to 9.85%. Strong nonprofit and cooperative sector.
State GDP$465BTotal state output
Population5.7MCensus estimate
Small businesses~580,000Per SBA
NotableHome to 17 Fortune 500 companies (top per capita)Economic distinction
Top industries in Minnesota
Healthcare (Mayo Clinic)Retail (Target, Best Buy)Agriculture (3M, Cargill)ManufacturingFinancial services (US Bancorp, Ameriprise)
Top cities
Where Minnesota corporations are headquartered.
Minneapolis
Largest city. Target HQ, US Bancorp, financial services, growing tech.Saint Paul
State capital. 3M HQ, government, manufacturing.Rochester
Mayo Clinic, healthcare, biotech.Duluth
Port (Great Lakes shipping), healthcare.Bloomington
Mall of America, finance.Plymouth
Tech, manufacturing.
What we'll set up for you
A clean handoff, in four steps.
You give us the basics. We handle the state, the IRS, and the compliance clock so you can focus on the business.
01 · Name + Brand
A name that's actually available.
Real-time check against the state register, USPTO trademark database, and matching domains.
02 · State filing
Filed with the Secretary of State.
We submit your Articles, pay the state fee on your behalf, and return the stamped certificate.
03 · Federal IDs
EIN + the right tax setup.
Federal Employer ID with the IRS, plus state tax accounts when your business needs them.
04 · Stay compliant
Registered Agent + deadline tracking.
Your agent on file in every state, with every renewal and annual report tracked in one calendar.
Filing timeline
From form to filed in Minnesota.
1
Day 0
Tell us about your businessEntity name, incorporators, share structure, founder allocations2
Day 1
We file with MinnesotaArticles submitted to the Minnesota Secretary of State3
Day 2-5
EIN + governance docsEIN issued. Bylaws, board minutes, founder stock prepared4
Day 5-30
83(b) + cap table83(b) mailed (30-day deadline). Cap table populated. Ready to operate
Compare to alternatives
Minnesota corp vs other formation states.
Delaware (default for VC-backed)$89+Required by most VCs. Foreign qualification in Minnesota still needed.
Wisconsin$130Slower processing, similar fees
Iowa$50Lower fees, biennial reports
North Dakota$135Similar fees, smaller economy
Minnesota Corp$135Form here if you operate in Minnesota.
Local resources
Minnesota corporate resources.
Minnesota Department of Employment and Economic DevelopmentState business support
Minnesota SBDC NetworkStatewide centers
Greater MSPTwin Cities EDC
Minneapolis Regional ChamberMetro chamber
FAQ
Minnesota Corporation questions.
Should I form my Minnesota corporation as a C-Corp or S-Corp?
Most Minnesota corporations start as C-Corps (default federal tax treatment). S-Corp is a federal election (Form 2553) you file later, typically when net profit crosses $60-80k. For venture-backed startups, C-Corp is required: S-Corp cannot have institutional investors, non-US shareholders, or multiple share classes. We file the Minnesota corporation; you can elect S-Corp anytime by filing Form 2553.
What is the difference between forming an LLC and a corporation in Minnesota?
LLCs are simpler (no shares, fewer formalities, pass-through tax by default). Minnesota corporations have shareholders, a board of directors, officers, bylaws, board minutes, and double taxation by default. Corporations are the standard structure for raising venture capital because investors require preferred stock, ESOPs, and other corporate-specific instruments LLCs cannot provide.
Do I need bylaws for my Minnesota corporation?
Yes. Minnesota corporations are governed internally by bylaws (board structure, officer roles, meeting requirements, voting rules) plus the Articles of Incorporation filed with the Minnesota Secretary of State. We include Minnesota-appropriate bylaws with every formation, along with initial board minutes and a corporate governance binder.
How many shares should my Minnesota corporation authorize?
Standard for a new C-Corp: 10,000,000 authorized shares of common stock with a small percentage actually issued to founders. The 10M structure leaves room for an option pool (typically 10-20%) and future preferred stock issuances in financing rounds. We file the 10M authorized share structure by default; you can specify a different number.
What is QSBS and does my Minnesota corporation qualify?
Qualified Small Business Stock (IRC Section 1202) lets shareholders exclude up to $10M (or 10x basis) of capital gains on qualifying C-Corp stock held more than 5 years. Minnesota C-Corps qualify if they meet the active business test (80% of assets used in qualified trade) and the gross asset test (under $50M at issuance). We preserve QSBS eligibility from day one.
Do I need to issue founder stock with vesting?
Highly recommended. Minnesota founder stock without vesting means a co-founder who leaves after 6 months keeps 100% of their shares. With standard 4-year/1-year-cliff vesting, the company can reclaim unvested shares. We issue founder stock with vesting and prepare Section 83(b) election forms (due to IRS within 30 days of issuance).
When should my Minnesota corporation elect S-Corp status?
S-Corp election (IRS Form 2553) can save self-employment tax when net profit crosses ~$60-80k. Restrictions: 100 shareholders max, US individuals only (no entities, no non-resident aliens), single class of stock. If you plan to raise venture capital, stay C-Corp. Our service fee for filing Form 2553 is $99.
Start your Minnesota Corporation in 5 minutes.
Tell us a few details. We file with the Minnesota Secretary of State, prepare your bylaws, issue founder stock with vesting, file your 83(b) reminder, obtain your EIN, and file BOI.
Pay only state fee
QSBS preserved
60-day money-back
Related searches: form a corporation in Minnesota · Minnesota C-Corp · Minnesotan S-Corp · Minnesota incorporation cost 2026 · how to incorporate in Minnesota · Minnesota Secretary of State corporation · Minnesota corporate bylaws · Minnesota QSBS · Delaware vs Minnesota C-Corp
Built for real businesses
Corporations we have formed in Minnesota.
SOC 2 Type II audited
220,000+ businesses. 60-day money-back. State fees passed through at cost.
Your operating system, not a transaction
Every deadline auto-tracked across your entities. Compliance Score visible year-round.
Transparent pricing
No hidden fees. No upsells at checkout. State fees disclosed upfront.