Incorporate in Minnesota for FREE^*

Incorporation is the process of registering a business as a corporation and making it recognizable under law as its own legal entity. Incorporating a business can be a complicated process because each state has its own requirements for registering and operating a business as a corporation. Knowing the necessary steps and forms, however, will help keep you organized and stress-free. 

With our easy business registration service, you simply answer a few questions and we create your initial paperwork and file it with the state for you. The first business entity registration is free for Rocket Legal+ members—you pay only the state filing fees. Then, you can make and personalize all the legal documents you need for your business. Store everything online in your Rocket Lawyer account.

What is a C-Corp? 

A C-Corp, or C-Corporation, is a common business entity type. More specifically, a C-Corp is a corporation taxed under Subchapter C of the U.S. Code. Under Subchapter C, corporations are subject to tax at both the corporate and individual level (sometimes called “double taxation”). Depending on the situation, this may result in lower or higher tax burdens for the shareholders. 

C-Corps allow for anyone to be an investor and for an unlimited number of shareholders and multiple share classes.

As with other types of corporations, C-Corporations provide a common and well-known legal structure for businesses and offer their shareholders some limited liability. Except for certain instances of fraud or misconduct, a shareholder is not liable for the debts or obligations of a corporation beyond the shareholder's investment into the corporation.

Corporations are treated as a C-Corp by default, unless another type of tax treatment is selected, such as an S-Corp.

What is an S-Corp? 

Like C-Corps, S-Corps provide a common and well-known legal structure for businesses and offer their shareholders some limited liability. However, S-Corps have two main differences from C-Corps: they are taxed differently and they have more restrictions with shares.

An S-Corporation, or S-Corp, is an IRS election that allows a company to be treated like an LLC for income tax purposes, that is, as a “pass-through" entity. Instead of income taxes being owed at both the company and individual level, the income of an S-Corp is only taxed at the individual level, which means it passes through the company directly to the owners and shareholders. Again, this may result in lower or higher tax burdens for the shareholders depending on the situation.

S-Corps have more restrictions regarding shares and shareholders than C-Corps. Specifically, S-Corps can have no more than 100 shareholders, only one class of shares, and only U.S. residents or citizens as investors.

One area of common confusion is what type of entity can elect S-Corp status. Remember that this election is simply a tax choice, not a governance or legal structure choice. Both limited liability companies (LLCs) and corporations can choose S-Corp status if they qualify under the IRS's guidelines.

There are similarities between a Minnesota S-Corp and a C-Corp regarding personal liability, management, structure, and compliance. The differences in Minnesota, however, come down to the following:

• Ownership Rules: A C-Corp can have unlimited numbers of stock classes and shareholders. An S-Corp cannot have more than one share class and 100 shareholders. Only citizens or legal residents of the United States may hold shares in an S-Corp.
• Taxes: A C-Corp is taxed as its own entity. This means it pays taxes on its earnings at the corporate level. Individual shareholders may also pay taxes on any dividends they receive. S-Corps do not pay corporate taxes. They're "pass-through" entities, meaning that owners pay taxes on their share of the earnings on their individual tax returns.
• Documents: A C-Corp is the default corporation designation. Any corporation that wants to become an S-Corp must file IRS Form 2553, Election by a Small Business Corporation.

Your corporation’s name should be unique and make a statement about your business. Make sure it complies with the following Minnesota requirements:

• Your name must use only English letters or characters.
• Your name must include at least one of these words, or an abbreviation of one of them: "Company," "Corporation," "Incorporated," or "Limited." If you use the word "Company," you cannot use "and" or "&" before the word.
• The name should not be deceptive or suggest a business purpose other than the one listed in your Articles of Incorporation. For example, don't use "Gold & Gems, Ltd" if your Articles say that you sell T-shirts.
• Your name should be different from any other business name in use or reserved in the state of Minnesota.

Need help coming up with a business name for your corporation? Try the Rocket Copilot™ AI Business Name Generator, a free tool to help you brainstorm business names and get started registering your corporation.

Each state has its own personnel requirements for incorporating. In Minnesota, incorporators must be persons, not business entities, and they must be at least 18 years old. The state does not set age limits for directors.

Minnesota requires that corporations must have one or more directors, but does not require that directors live in the state. You may specify your own qualifications for directors in your Articles of Incorporation. You don't have to list director names or addresses in your Articles.

All corporations should have a registered agent. This is the person or business responsible for accepting tax, legal, and government documents during normal business hours. Your agent must have a physical address in Minnesota. Rocket Lawyer will help you designate a registered agent when you incorporate with us.

In Minnesota, you must list the physical address of your registered office, where important documents can be sent. You don't have to list a registered agent name, although you can do so if you like. If you do list a registered agent, the agent's physical address must be the same as your registered office.

Here are some other items that this document must include:

• The name of the corporation.
• The names and addresses of all incorporators.
• The total number of shares your corporation is authorized to issue. This number must be at least one.

You can also list other information, although Minnesota doesn't require it. Permissible information includes:

• Corporate purpose. If it's not specified, a corporation is considered to have general business purposes.
• Duration of existence, if your corporation has a defined end date.
• Whether you want cumulative voting for directors.
• Regulations on the powers of the company or its directors or shareholders.
• The par value of shares. If this isn't specified, Minnesota's statute sets par value at one cent per share.
• The class of shares. If you don't specify this, all shares are common shares of one class and one series, according to Minnesota statute.

Nearly every state has standard processing times, but not all provide expedited processing for corporations. In Minnesota, there are a few fees that you may be charged when you register your business as a corporation. They include the following:

State fee: $155.

• Fee to expedite your filing: $60.

Rocket Lawyer filing fee: $0 $99.99.

• First filing FREE* for Rocket Legal+ members (excluding state fees).
• Get additional filings HALF OFF with Rocket Legal+.

Processing time: 7 business days.

•  Expedited processing time: 5 business days.

Note: The above state fees and processing times (including expedited processing fees and times) are provided as a summary and may or may not encompass various fees mandated by your state or local authorities. Your state may also change these fees and processing times over time and without notice. If you have questions, speak to a Rocket Lawyer Business Pro to understand the costs and processing times that apply to your specific filing.

Businesses can save up to $2,500 per year with a Rocket Legal+^™ membership. This calculation is based on total savings on an initial business registration and registered agent, trademark, and business tax filing services for Rocket Legal+ members (a total cost of $924.97) compared to Rocket Legal members (a total cost of $1,949.96). This is in addition to savings on the average cost of 5 hours for document preparation by a non-Rocket Lawyer network attorney at the average attorney hourly rate in the U.S. of $300 (an estimated cost of $1,500 when purchased without any form of Rocket Lawyer membership) compared to unlimited use of customizable business documents for both Rocket Legal+ and Rocket Legal members at no extra cost.

Yes – all businesses must pay taxes, so it's best to be prepared. Before you open for business, get an employer identification number, or EIN, from the IRS. This number is a federal tax ID for businesses that is similar to a Social Security number for individuals. All businesses with employees need one. We have more information about the tax structures of S-Corps and C-Corps at Rocket Lawyer.

Minnesota requires that all corporations keep Corporate Minutes. This document records decisions made and actions taken during shareholder and directors meetings. You must keep Corporate Minutes for the past three years.

Another important document for a corporation is its Bylaws. Although Minnesota does not specifically require that you create this document, it's a very good idea to do so. The Bylaws formalize your company's structure, management, and operating procedures. If you do create bylaws, they must be consistent with your Articles and with applicable Minnesota statutes and laws.

Together, the Corporate Minutes and Bylaws protect your corporate status. You don't have to file either document with the state. Just keep them with your other corporate documents. Rocket Lawyer can help you compare Bylaws and Meeting Minutes requirements from state to state.

We wish you success with your new Minnesota corporation! You can count on Rocket Lawyer for all the business, tax, and legal help you need at a price you can afford.

If you are planning to operate in another state, you may need to register a corporation in that state. Rocket Lawyer can help you determine which states you should register in.

Other states may have their own rules for foreign corporations that originate in Minnesota or domestic corporations that also operate in Minnesota. Talk to an attorney to understand the legal and tax requirements for the state(s) in which you plan to operate.