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Minnesota CorporationForm a Corporation or S-Corp in Minnesota for $0 service fee plus the $135 state fee. Articles, bylaws, 10M authorized shares, founder stock with vesting, EIN, BOI included.
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Minnesota Corporation Formation, 2026
Incorporating live in Minnesota · C-Corp & S-Corp supported

How to form a corporation in Minnesota for $0 service fee.

Minnesota state filing fee is $135. Standard processing Same day (online). We file Articles of Incorporation with the Minnesota Secretary of State, issue 10M authorized shares (QSBS-eligible), prepare Minnesota corporate bylaws, issue founder common stock with vesting and 83(b) templates, obtain your EIN, and file your BOI report.

Start your Minnesota Corporation Is a corp right for me
$0 service fee QSBS preserved 60-day money-back
CERTIFICATE OF INCORPORATION
Minnesota C-Corporation
Authorized shares10,000,000
Par value$0.0001
State fee$135
ProcessingSame day (online)
MN
SEAL
2026
$135
Minnesota incorporation fee
10M
Authorized shares (standard)
QSBS
Capital gains exclusion
$0
Our service fee
$0
Service fee
we file it free
$135
Minnesota state fee
passed through at cost
3-5 biz days
Processing
state office turnaround
C-Corp + S-Corp
Both supported
with S-Corp election
SOC 2 Type II · 2025 report 4.9 · 8,200+ reviews E&O Insured · carrier on request 51 Jurisdictions 220,000+ Formed
See disclosures + carrier names →
Bylaws + minutesMinnesota-specific corporate governance ready
Founder stock + 83(b)Vesting agreement, 83(b) template included
Cap table toolFree under 50 stakeholders, SAFE-ready
Is a Minnesota corporation right for you

When the corporation structure fits.

FORM A CORPORATION IN MINNESOTA IF
  • You plan to raise venture capital (institutional investors require C-Corp)
  • You want to issue stock options to employees (ISOs)
  • You want QSBS eligibility for capital gains tax exclusion
  • You expect significant retained earnings (C-Corp can retain at 21% federal rate)
  • You want clear separation between operators and shareholders
FORM AN LLC INSTEAD IF
  • You are a solo operator or small business not raising outside capital
  • You want pass-through taxation with no corporate formalities
  • You prefer minimal annual compliance burden
  • You will own real estate (LLCs are standard for property holding)
  • You want simpler ownership transfer without share certificates
The Minnesota business environment

Why Minnesota for your corporation.

Same-day online filing. 17 Fortune 500 HQs (highest per capita in US). State income tax up to 9.85%. Strong nonprofit and cooperative sector.

State GDP$465BTotal state output
Population5.7MCensus estimate
Small businesses~580,000Per SBA
NotableHome to 17 Fortune 500 companies (top per capita)Economic distinction
Top industries in Minnesota
Healthcare (Mayo Clinic)Retail (Target, Best Buy)Agriculture (3M, Cargill)ManufacturingFinancial services (US Bancorp, Ameriprise)
Top cities

Where Minnesota corporations are headquartered.

Minneapolis
Largest city. Target HQ, US Bancorp, financial services, growing tech.
Saint Paul
State capital. 3M HQ, government, manufacturing.
Rochester
Mayo Clinic, healthcare, biotech.
Duluth
Port (Great Lakes shipping), healthcare.
Bloomington
Mall of America, finance.
Plymouth
Tech, manufacturing.
Ready to incorporate in Minnesota?5 minutes. $0 service. $135 state fee at cost. C-Corp default with 10M authorized shares.
Start your Minnesota Corp →Pay only state fee
What is included on Starter

Free with your Minnesota corporation LLC formation.

Starter is genuinely $0. We pass through the $state Minnesota corporation state fee at cost. Everything below is included free.

  • Articles filed with the Minnesota Secretary of State, our service fee $0
  • IRS EIN application (Form SS-4) filed for you
  • Minnesota corporation-specific Operating Agreement or Bylaws template
  • Minnesota corporation Registered Agent service: first year free, then $99/year
  • Basic Minnesota corporation compliance calendar (annual report dates)
  • Document storage, 5 GB
Upgrade to Growth · $49/mo

Add the operating stack most Minnesota corporation businesses need.

BOI filing + annual report filing + custom domain (1 free) + business email (3 mailboxes) + business phone line + brand kit (logo + 100 cards) + website builder + books + CRM + e-signature unlimited + document vault unlimited + audit trail + priority support. See full Growth features →

Or pay as you need

BOI filing $249 · S-Corp election $99 · Annual report filing $149 + state fee · Foreign qualification $149/state · Trademark $249/class + USPTO fee · Custom Operating Agreement $199 · Expedited state filing state fee + $50 service. Full add-on pricing →

Filing timeline

From form to filed in Minnesota.

1
Day 0
Tell us about your businessEntity name, incorporators, share structure, founder allocations
2
Day 1
We file with MinnesotaArticles submitted to the Minnesota Secretary of State
3
Day 2-5
EIN + governance docsEIN issued. Bylaws, board minutes, founder stock prepared
4
Day 5-30
83(b) + cap table83(b) mailed (30-day deadline). Cap table populated. Ready to operate
Skip the Minnesota paperwork.Articles, bylaws, founder stock, 83(b), EIN, BOI, all done end to end.
Start your Minnesota Corp →Pay only state fee
Compare to alternatives

Minnesota corp vs other formation states.

Delaware (default for VC-backed)$89+Required by most VCs. Foreign qualification in Minnesota still needed.
Wisconsin$130Slower processing, similar fees
Iowa$50Lower fees, biennial reports
North Dakota$135Similar fees, smaller economy
Minnesota Corp$135Form here if you operate in Minnesota.
Local resources

Minnesota corporate resources.

Minnesota Department of Employment and Economic DevelopmentState business support
Minnesota SBDC NetworkStatewide centers
Greater MSPTwin Cities EDC
Minneapolis Regional ChamberMetro chamber
60day promise

The File.Business Promise

If we miss a filing deadline on a service you pay us to manage, we pay the state penalty. If you change your mind in the first 60 days, we refund our service fee in full. Your data stays yours, always.

60-day money-back Penalty-free filings Cancel anytime QSBS preserved
FAQ

Minnesota Corporation questions.

Should I form my Minnesota corporation as a C-Corp or S-Corp?
Most Minnesota corporations start as C-Corps (default federal tax treatment). S-Corp is a federal election (Form 2553) you file later, typically when net profit crosses $60-80k. For venture-backed startups, C-Corp is required: S-Corp cannot have institutional investors, non-US shareholders, or multiple share classes. We file the Minnesota corporation; you can elect S-Corp anytime by filing Form 2553.
What is the difference between forming an LLC and a corporation in Minnesota?
LLCs are simpler (no shares, fewer formalities, pass-through tax by default). Minnesota corporations have shareholders, a board of directors, officers, bylaws, board minutes, and double taxation by default. Corporations are the standard structure for raising venture capital because investors require preferred stock, ESOPs, and other corporate-specific instruments LLCs cannot provide.
Do I need bylaws for my Minnesota corporation?
Yes. Minnesota corporations are governed internally by bylaws (board structure, officer roles, meeting requirements, voting rules) plus the Articles of Incorporation filed with the Minnesota Secretary of State. We include Minnesota-appropriate bylaws with every formation, along with initial board minutes and a corporate governance binder.
How many shares should my Minnesota corporation authorize?
Standard for a new C-Corp: 10,000,000 authorized shares of common stock with a small percentage actually issued to founders. The 10M structure leaves room for an option pool (typically 10-20%) and future preferred stock issuances in financing rounds. We file the 10M authorized share structure by default; you can specify a different number.
What is QSBS and does my Minnesota corporation qualify?
Qualified Small Business Stock (IRC Section 1202) lets shareholders exclude up to $10M (or 10x basis) of capital gains on qualifying C-Corp stock held more than 5 years. Minnesota C-Corps qualify if they meet the active business test (80% of assets used in qualified trade) and the gross asset test (under $50M at issuance). We preserve QSBS eligibility from day one.
Do I need to issue founder stock with vesting?
Highly recommended. Minnesota founder stock without vesting means a co-founder who leaves after 6 months keeps 100% of their shares. With standard 4-year/1-year-cliff vesting, the company can reclaim unvested shares. We issue founder stock with vesting and prepare Section 83(b) election forms (due to IRS within 30 days of issuance).
When should my Minnesota corporation elect S-Corp status?
S-Corp election (IRS Form 2553) can save self-employment tax when net profit crosses ~$60-80k. Restrictions: 100 shareholders max, US individuals only (no entities, no non-resident aliens), single class of stock. If you plan to raise venture capital, stay C-Corp. Our service fee for filing Form 2553 is $99.

Start your Minnesota Corporation in 5 minutes.

Tell us a few details. We file with the Minnesota Secretary of State, prepare your bylaws, issue founder stock with vesting, file your 83(b) reminder, obtain your EIN, and file BOI.

Start your Minnesota CorpTalk to a Minnesota specialist
Pay only state fee QSBS preserved 60-day money-back

Related searches: form a corporation in Minnesota · Minnesota C-Corp · Minnesotan S-Corp · Minnesota incorporation cost 2026 · how to incorporate in Minnesota · Minnesota Secretary of State corporation · Minnesota corporate bylaws · Minnesota QSBS · Delaware vs Minnesota C-Corp

Built for real businesses

Corporations we have formed in Minnesota.

Funded startup · Minnesota
Funded startup · Minnesota
C-Corp + 83(b)
C-Corp + 83(b)
S-Corp election
S-Corp election
$129/yr Compliance Annual Filings · penalty-free

On the $129/yr Compliance Annual Filings plan, we cover state late fees.

When you autofile your annual report through the $129/yr plan and we miss the deadline, we pay the state's late fee. The guarantee applies to that specific plan and the filings it includes. Other File.Business services are billed at the prices on this page.

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File.Business is a private business filing and compliance service. We are not a government agency and are not affiliated with any Secretary of State office. You may file directly with the appropriate state agency. SOC 2 Type II audited. 220,000+ businesses formed since 2017.
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