Filing a Foreign Corporation or LLC in Minnesota

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Related: Get a Minnesota Registered Agent

If your company was not incorporated in Minnesota, but you wish to do business there, you need to apply for a Minnesota Certificate of Authority.

Known as Foreign Qualification, this process allows a company formed in Delaware or any other state to legally transact business in Minnesota.

Please note: information on this page is accurate to the best of our knowledge. However, requirements and costs can be changed by states at any time and Harvard Business Services cannot guarantee the accuracy of this information.

How to Get a Certificate of Authority in Minnesota:

Minnesota requires an application to be submitted along with a fee of $205 for an LLC, $220 for a corporation, or $70 for a Nonprofit Corporation. You also must appoint and maintain a Minnesota Registered Agent at all times. We can provide this service for just $99 per year.

While most states require additional documentation, such as a Certificate of Good Standing, to be submitted with your application, Minnesota does not have this requirement.

Harvard Business Services can assist with your application so you don’t have to deal with the Minnesota Secretary of State directly. We do charge our own fee for this service, in addition to state fees. The exact fee can vary based upon whether your company is already filed and whether you need us to obtain additional documents to meet the state’s requirements. Contact us for an exact quote.

Registering Your Company Name in Minnesota

In many states, there are restrictions on the use of certain words, phrases or sentiments when it comes to registering the name of your company. 

In Minnesota, while the registered name must be unique in the state (you can use a Doing Business As, or DBA if the name of your existing company is already being used in Minnesota), the state's statutes do not specify many restrictions.

Here is an excerpt from the 2019 MN Statutes:

The name of the business must not include any of the following phrases or their abbreviations: corporation, incorporated, limited, chartered, professional association, cooperative, limited partnership, limited liability company, professional limited liability company, limited liability partnership, or professional limited liability partnership, except to the extent that an entity filing a certificate would be authorized to use the phrase or abbreviation.

[source: https://www.revisor.mn.gov/statutes/cite/333.01]

In other words, you may only use the designation of the type of company you actually operate. An LLC, for example, cannot call itself "ABC Plumbing Incorporated."

How Do I Know if I Need a Minnesota Certificate of Authority?

If your company does or will do business in Minnesota, but it was not formed in Minnesota, you will often need to obtain Foreign Qualification. Typically, “doing business” is defined by activities such as maintaining a physical office or having employees in the state in the state.

The official website for the state of Minnesota lists several activities that are not classified as transacting business in the state. These activities include:

  • (1) maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims or disputes;

  • (2) holding meetings of its managers, governors, or members or carrying on other activities concerning its internal affairs;

  • (3) maintaining bank accounts;

  • (4) maintaining offices or agencies for the transfer, exchange, and registration of its securities, or appointing and maintaining trustees or depositaries with relation to its securities;

  • (5) holding title to and managing real or personal property, or any interest therein, situated in this state, as executor of the will or administrator of the estate of any decedent, as trustee of any trust, or as guardian of any person or conservator of any person's estate;

  • (6) making, participating in, or investing in loans or creating, as borrower or lender, or otherwise acquiring indebtedness or mortgages or other security interests in real or personal property;

  • (7) securing or collecting its debts or enforcing any rights in property securing them; or

  • (8) conducting an isolated transaction completed within a period of 30 days and not in the course of a number of repeated transactions of like nature.

[source: https://www.revisor.mn.gov/laws/2014/0/157/]

This is not an exhaustive list and there may be additional activities that do not constitute doing business.

Keep in mind that even if the state of Minnesota does not require a Certificate of Authority for a specific activity, a bank, vendor or another party can still require one in order to establish a relationship.

Minnesota Annual Report Requirements

Once you have Foreign Qualification in Minnesota, you will be required renew your registration once per year. This renewal is free for LLCs but includes a fee for corporations.

The Minnesota Secretary of State website states the following:

“The corporation will submit a $115 fee with the annual renewal and will set forth on the form the items required by section 5.34. [of the Minnesota Statutes]”

[source: https://www.revisor.mn.gov/statutes/cite/303.14]

“There is no charge for filing [an LLC annual renewal] unless the company has been administratively terminated or revoked, in which case there is a reinstatement fee.”

[source: https://www.sos.state.mn.us/business-liens/start-a-business/types-of-minnesota-businesses/]

Please note that this annual requirement is independent from requirements you may have in Delaware or other states.

Since 1981, Harvard Business Services, Inc. has helped form 192,654 Delaware corporations and LLCs for people all over the world.

Registered Agent Service

Harvard Business Services, Inc. guarantees your annual Delaware Registered Agent Fee will remain fixed at $50 per company, per year, for the life of your company.