Address of state corporation department:
Secretary of State
Corporate Division
180 State Office Bldg.
100 Rev. Dr. Martin Luther King Jr. Blvd.
St. Paul MN 55155-1299
Telephone: 651-296-2803
State web address: http://www.leg.state.mn.us/
State law reference: Minnesota Statutes, Section 302A.
Title of filing: Articles of Incorporation.
Filing Fees: $160.
Other fees: None.
Name reservation: Reservable for 12 months, renewable. (Section 302A.117). $35 filing fee.
Name requirements: Corporation, Incorporated, Company, Limited, or abbreviation, except that “Company” or
“Co.” cannot be preceded with “and” or “&.” (Section 302A.115).
Incorporator requirements: One or more natural persons. (Section 302A.105).
Corporate purpose requirements: General “all purpose” clause (see instructions). (Section 302A.101).
Director requirements: One or more. (Section 302A.203).
Paid-in capital requirements: None.
Annual report requirement: Yes, annual renewal is required to be filed with the Secretary of State. Failure to file
by December 31 results in the corporation losing its good standing, and failure to file for two consecutive years
results in dissolution of the corporation. (Section 302A.821).
Publication requirements: None.
Other provisions: A Minnesota corporation is required to have a registered office, but naming a registered agent
is optional. (Section 302A.121). Also, section 302A.111(2) lists twenty different provisions that will govern a corporation
unless modified in the Articles. For example, unless stated otherwise in the Articles, cumulative voting is
allowed, (Section 302A.111(2)(d)), the par value of shares, for purposes of collecting fees and taxes, is set at one
cent per share, (Section 302A.111(2)(j)), and a written action of shareholders must be signed by all shareholders.
(Section 302A.111(2)(t)). For a complete list of the provisions, see Section 302A.111(2)).
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