Minnesota Foreign Registration›Corporations
The Minnesota application for a foreign corporation
A corporation formed elsewhere registers in Minnesota by applying for a certificate of authority under chapter 303. The filing costs $200 by mail or $220 online or in person, and the corporation renews every year for $115 by mail or $135 online. We prepare the application for $199. Nonprofit corporations use the same chapter and pay less.
Corporation registration at a glance
- Filing
- Application for Certificate of Authority (foreign business corporation)
- Law
- Minnesota Statutes, chapter 303
- Corporation fee
- $200 by mail, $220 online or in person
- Nonprofit fee
- $50 by mail, $70 online or in person
- Annual renewal
- Corporation $115 by mail or $135 online; nonprofit none
- Signed by
- the president, a vice-president, the secretary or an assistant secretary
- Penalty for skipping
- Up to $1,000 plus up to $100 a month
- Filed with
- Minnesota Secretary of State, Business Services
What the application must state
Section 303.06 sets out six statements. They are: the corporation's name and its home state or country; a substitute name for Minnesota if the home name fails the naming rule; where the proposed registered office is and who the proposed agent is; the corporation's irrevocable consent to service of process under section 5.25; confirmation that its board authorized the signing officers; and confirmation that it has followed the organization law of its home. A president, a vice-president, the secretary or an assistant secretary signs.
The certificate of existence
Under section 303.08, once the application is in order and fees are paid, the Secretary of State files it together with the certificate of existence, then issues and records a certificate of authority that names the corporation, its home state or country, and its permission to transact business in Minnesota. The LLC form does not ask for a home-state certificate, but the corporation statute refers to one, so we check whether one is needed when we prepare a corporation filing.
The fees
The fee schedule lists the original filing for a foreign business corporation at $200 by mail and $220 online or in person. The scheduled fee is the whole price the office charges for the filing. A foreign nonprofit corporation pays $50 by mail or $70 online. For a limited partnership the fee is $100 or $120, and a limited liability partnership pays $135 or $155 for its statement of qualification.
Later filings for a foreign corporation
| Filing | By mail | Online or in person |
|---|---|---|
| Annual renewal | $115 | $135 |
| Amendment | $50 | $70 |
| Change of registered office or agent | $50 | $70 |
| Resignation of agent | $50 | Not available online |
| Withdrawal | $50 | $70 |
| Reinstatement | $540 | $560 |
Chapter 303 also sets a $50 fee for any other instrument the chapter requires or permits, apart from the annual report. A foreign nonprofit is not required to file an annual renewal.
The yearly renewal
Beginning in the calendar year after the certificate is granted, a foreign corporation renews every year at $115 by mail or $135 online. The Secretary of State may send a notice, and the notice says that failing to file will lead to administrative dissolution or revocation. The renewal states the items in section 5.34: the Minnesota name, the home name if different, the registered office and agent, the home jurisdiction, and the name and address of the chief executive officer.
Revocation and the way back
Five defaults lead to revocation of a foreign corporation's certificate: an unpaid fee, no registered agent when the post is vacant, a missing merger or name-change filing, no annual report, and a breach of a rule about savings associations. For all but the annual report the Secretary of State attempts notice and allows 30 days to cure; a missed annual report is revoked without that step. The attorney general can separately sue to cancel a certificate for fraud or persistent violation. A revoked corporation reinstates by filing an annual renewal and paying the reinstatement fee, and files an amended certificate if its application information has changed. The schedule lists reinstatement at $540 by mail or $560 online.
The cost of not registering
A corporation that does business here with no certificate has no access to Minnesota courts as a plaintiff until it holds one, and a successor or assignee is shut out too on claims that grew out of the corporation's business here. Contracts and acts stay valid, and the corporation may defend itself. The state's remedy is a penalty of up to $1,000 plus up to $100 for every month or portion of a month the business goes on, which the attorney general collects in district court. The penalties page covers the LLC rules for comparison.
How we prepare a corporation application
You tell us the corporation type
Business corporation or nonprofit, and the home state.
We gather the six statements
Name, substitute name, agent and office, consent to service, authority, compliance.
An officer signs
The president, a vice-president, the secretary or an assistant secretary.
We file
The state fee is $220 online for a business corporation.
We calendar the renewal
The first renewal falls in the next calendar year.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Questions about corporations
What is the Minnesota registration fee for a foreign corporation?
$200 by mail or $220 online or in person.
Does a nonprofit renew?
No. A foreign nonprofit corporation is not required to file an annual renewal.
Who signs?
The president, a vice-president, the secretary or an assistant secretary.
Is there a fine for not registering?
Yes. Section 303.20 allows a penalty of up to $1,000, with up to $100 more for each month.
Our fee and Minnesota's
Register in Minnesota
MN+ $205 Minnesota fee online
$199
- The Foreign Limited Liability Company Certificate of Authority to Transact Business in Minnesota, completed from your answers
- Submission online, which is the expedited route
- A Minnesota registered office and agent, supplied by us or by you
- The approved certificate sent back to you by email
- Renewal: after the first year, the agent service renews at $149 a year
Minnesota's online fee is $205, itemized separately when you pay. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Sources
- Minnesota Secretary of State business filing and certification fee schedule
- Minnesota foreign LLC certificate of authority form
- Minnesota LLC annual renewal form
- Minnesota Statutes 303.06, application for a certificate of authority
- Minnesota Statutes 303.20, no suits and the penalty for an unlicensed foreign corporation
- Minnesota Statutes 303.08, issuance of the certificate of authority
- Minnesota Statutes 303.07, license fees
- Minnesota notice of change of registered office or registered agent
- Minnesota Statutes 303.21, fees for other instruments
- Minnesota Statutes 303.14, annual renewal
- Minnesota Statutes 5.34, annual renewal filings
- Minnesota Statutes 303.17, license revocation
- Minnesota Statutes 303.18, cancellation of a certificate of authority
- Minnesota Statutes 303.19, reinstatement
Need Minnesota authority soon?
Order online and we prepare the form as soon as your answers are in.