Nonprofit Corporation Formation Filing in Minnesota

At a glance

Requirements one by one

Filing and incorporators

§ 317A.105 allows one or more adult natural persons to incorporate by filing articles with the Secretary of State; § 317A.151, subd. 1 confirms that filing office. § 317A.111, subd. 1 requires each incorporator’s name and address in the articles.

Name, purpose, and members

The articles must name the corporation (§ 317A.111, subd. 1). Under § 317A.115, subds. 1(c) and 2(a), the name generally must be distinguishable, but need not include a corporate designator. § 317A.101 gives the corporation a general lawful-activity purpose unless the articles limit it. Under § 317A.401, subd. 1(a), no members is the default when neither articles nor bylaws provide for members; § 317A.111, subd. 3(17) identifies that default as modifiable in either document.

First board, office, and agent

§ 317A.111, subd. 4(1) permits the first board to be named in the articles. If it is not, § 317A.171, subd. 1 allows the incorporators to elect a board or act as directors until election. § 317A.111, subd. 1 requires the registered-office address and the agent’s name if an agent is chosen. § 317A.121 and § 5.36, subds. 1–2 require a Minnesota registered office, allow an optional agent, and set the qualifying agent types and matching-office rule.

Signature and charge

§ 317A.011, subd. 8 defines a filing as a qualifying document that is signed and delivered with the $35 filing fee. § 317A.151, subd. 2 requires another $35 incorporation fee, for a statutory total of $70.

Start of existence

§ 317A.151, subd. 2 ties effectiveness and corporate existence to filing the articles with the Secretary of State accompanied by the $70 payment. The same sentence separately permits a later effective date within 31 days for articles of amendment.

What trips people up

Minnesota's ordinary Chapter 317A articles do not need a corporate word in the name (§ 317A.115, subd. 1(c)). They also need not declare no members; § 317A.401, subd. 1(a) supplies that default unless the articles or bylaws provide otherwise. The 31-day option in § 317A.151, subd. 2 is written for amendments, not the original incorporation articles.

Common questions

Can the corporation name its first board in the articles?

Yes. § 317A.111, subd. 4(1) permits it; otherwise § 317A.171, subd. 1 supplies the incorporator route.

Is a registered agent mandatory?

§ 317A.111, subd. 1 asks for the agent’s name if any; § 5.36, subd. 2 says a Minnesota entity may designate one. The registered office remains required under § 317A.121.

Statutes and sources

The verbatim current Minnesota Revisor sections, official URLs, and access dates are listed above.