How to Form an S Corporation in Minnesota


Starting an S Corporation in Minnesota is a quick and easy process if you follow these steps.

Choose a Business Name

  • Determine if the name you want to use is available.
  • Make sure that the name isn’t misleading or deceptive. Some businesses may not be allowed in your state or local area. For example, if you sell an alcoholic beverage, there may be restrictions on where and how it is sold due to laws about underage drinking. You should also consider what other types of businesses are already registered under this name in Minnesota or elsewhere (such as trademarks from other companies). If so, it’s possible that someone else has “rights” over those terms and you could face legal challenges when trying to launch your business if your application isn’t approved.
  • Consider whether there are any words within your chosen company name that might not be understood by everyone who sees them – such as slang words related specifically to one group rather than others. We’ll let these types pass through most often but will sometimes reject them because they could cause confusion later down line once people start reading more deeply into what makes up a particular S Corp

Reserving Your Name

Before you can establish an S corporation, you’ll need to reserve your name. To do this, the first thing to do is check whether your business name is available at both the state and federal levels. You can do this by searching the databases of the Minnesota Secretary of State. If you find that someone else has already taken your desired name, ask them if they’re willing to sell it or merge with you instead of filing for a new one altogether. Remember: there are no guarantees when it comes to reserving a company name!

Next, check for availability with your county clerk’s office and other government agencies in your area such as the secretary of state’s office, county recorder’s office and county assessor’s office.

Choosing a Registered Agent

Your registered agent must be available 24 hours a day, 7 days a week and able to accept service of process on your corporation. It is also important that the registered agent be located in Minnesota. You can find out if a business is registered as an agent by calling the Secretary of State’s office. If you are going to hire an attorney or CPA for other reasons, consider hiring them as your registered agent instead. They may charge less than other companies and know how to form an S Corporation well because they have experience with this type of business entity.

In order for your LLC or Corporation to receive mail, it needs a physical address in Minnesota where mail can be delivered unimpeded by any obstacles like locked gates or security guards (unless such obstacles are required by law). The main post office does not deliver packages directly door-to-door; therefore, we recommend using one that does not require someone from the post office going inside your home/office building or apartment complex (such as UPS). If there are no residential addresses available near you then try finding one with businesses nearby so that both types get delivered together—this will help save time having packages delivered individually each day!

Preparing Articles of Incorporation

An S corporation is a special type of corporation that has the same legal protection as other corporations, but with some tax advantages. An S corporation is a pass-through entity, meaning that the income and losses of the business are passed through to its shareholders and reported on their personal income tax returns.

Instead of paying taxes at the corporate level like traditional C corporations do, an S corporation pays no federal income taxes (though it still pays state and local taxes). Instead, its profits “pass through” to its owners and are taxed as personal income. This can be beneficial because only one level of taxation is required rather than two levels—the first being at the corporate level and then again when profits are paid out as dividends to shareholders.

Filing Articles of Incorporation

It is recommended that you file your articles of incorporation with the Secretary of State (SOS). To do this, follow these steps:

  • Download and fill out an Articles of Incorporation form from the SOS website.
  • Sign it in front of a notary public or other person authorized to take oaths, who must then sign it as well.
  • Submit your filled-out form along with your filing fee and any required documents (such as proof of citizenship) to the SOS online or by mail at: Office of the Minnesota Secretary of State PO Box 9044 St Paul MN 55109-0044 USA

Issuing Stock Certificates

Once you have formed your corporation, the shareholders must be issued stock to represent their ownership. This is a legal document that will be kept on file by the Minnesota Secretary of State and can only be held by a shareholder or their representative. The corporation is required to keep records of all shares issued and maintain a list of shareholders, as well as records of any transfers of stock.

Taking Care of Annual Requirements

  • File a tax return
  • Pay taxes
  • File an annual report


  • Choose a Business Name
  • Reserve Your Name
  • Choose a Registered Agent
  • Prepare Articles of Incorporation
  • File Articles of Incorporation with the Secretary of State’s Office in Minnesota, then publish them in a local newspaper for three consecutive weeks and mail copies to the Minnesota Secretary of State and any other state where you plan to do business (if applicable).
  • Issue Stock Certificates


In this article, we’ve covered all the steps you need to take to form an S corporation in Minnesota. As with any business, it’s important that you make sure your company is properly registered and operating within the law. If you have any questions or concerns about this process, please contact a legal professional.


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