MN Foreign Corporation | Certificate of Authority
If you want to do business in Minnesota, but incorporated in a different state, you will need to register your company as a foreign corporation. You can do this by filing a Certificate to Authority to Transact Business in Minnesota form with the Minnesota Secretary of State and pay the $220 filing fee.
In order to register your foreign corporation in Minnesota, you’ll need to:
- Check if Your Foreign Corporation’s Name is Available
- Appoint a Minnesota Registered Agent
- File a Certificate of Authority to Transact Business in Minnesota
Want to incorporate in Minnesota? That process looks a little different then registering an existing corporation, but we can still help you out. We’ve put together a guide for domestic incorporation, too. Check it out here.
Do I have to register as a Foreign Corporation in Minnesota?
If your corporation is conducting business in MN it’s a good idea to register as a foreign entity. Minnesota law isn’t very clear about what “doing business” means, but generally speaking if you have a permanent storefront or offices in the state or have hired MN employees, it’s a good idea to register your corporation with the state.
Don’t let the daunting task of registering your foreign corporation keep you from expanding your business. CNBC ranked Minnesota as the fifth best state for corporations in 2023. (Hey, 5th place out of 50 ain’t bad.) Why? Minnesota is business-focused, recently passing legislature that supports the state’s major industries and making improvements in infrastructure for companies involved in transporting goods.
Out-of-State Business Registration Service by Minnesota Registered Agent™
Let us take care of registering your foreign corporation! Our Out-of-State Business Registration service makes the process of registering your business quick and easy.
When you order our Out-of-State Business Registration, our local agents will file for your Certificate of Authority with the Minnesota Secretary of State. And we’ll list our business address instead of yours to keep your private information off public record.
Our service includes more than just your filing. You also get:
- A secure, online account where you can immediately access all of your important business documents.
- Our Minnesota Registered Agent Service for an entire year.
- Instant online business presence that includes a domain name, website with SSL certificate, email addresses at that domain, and phone service.
- Compliance reminders when your annual report is due.
- Other optional state filings (like your BOI report, EIN application, and DBA registry) you can easily add inside your client portal.
- Lifetime access to our local experts who specialize in both business filings and web support.
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How to Register a Minnesota Foreign Corporation
If you’re ready to expand your business into the Great Lake State there are three steps you need to take before you can do business in Minnesota:
1. Check if Your Foreign Corporation’s Name is Available
You’ve already incorporated in another state, which means you’ve gone through the process of choosing a name for your business. However, just because your corporation’s name was available there doesn’t mean it will be available in Minnesota. (It may already be in use by another company.) If this is the case, you will need to choose an alternative name that your foreign corporation will use in MN.
The Minnesota Secretary of State makes it easy to check business name availability on their website. You will need to create a free account, but once you’re logged in simply choose the business structure you plan on registering (in this case, corporation), and search your company’s name.
If you find that your name is available, but you’re not ready to file yet you can reserve the business name you want for up to 12 months. All you need to do is file a Name Reservation form with the Secretary of State’s office and pay the $35 filing fee. Keep in mind that filing this form reserves your name, but it will not be registered until your file for your Certificate of Authority with the state.
2. Appoint a Minnesota Registered Agent
Minnesota law requires that all business entities appoint a Minnesota registered agent. You have options when it comes to choosing your agent: you can choose a Registered office (like us!) or a MN resident who is 18 or older and available at the address listed on your state paperwork during regular business hours.
Hiring a registered agent service like Minnesota Registered Agent™ not only helps you meet the state’s registered agent requirement, but it also protects your personal privacy. We’ll list our name and address wherever we can on your state paperwork so that your personal information stays off public record.
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3. File a Certificate of Authority to Transact Business in Minnesota
The name you want for your foreign corporation is available. You’ve appointed a MN registered agent. Now it’s time to complete your Certificate of Authority to Transact Business in Minnesota. This state form should be filled out and submitted to the Secretary of State’s office. You’ll need to provide the following information:
- Legal name of your corporation in its home jurisdiction
- Alternate name (if applicable)
- Home jurisdiction (where you originally incorporated)
- Name and address of your MN registered agent
- Whether your corporation is for-profit or nonprofit
- Whether your corporation is a cooperative
- Organizer’s signature
You will also need to provide an email address and phone number that the state can use to contact you about the status of your filing and forward official notices.
You have options when it comes to submitting your filing. You can do it online, by mail, or in person. The submission method you use will determine your filing fee: In person or online filings cost $220. Filings submitted through the mail are cheaper at $200.
File online through the MN Secretary of State’s website.
File in person Monday, Wednesday, or Thursday between 8am and 4:30pm at the address below.
Mail your filing to:
Minnesota Secretary of State – Business Services
First National Bank Building
332 Minnesota Street, Suite N201
Saint Paul, MN 55101
Minnesota Foreign Corporation FAQs
How long does it take to register a Foreign corporation in Minnesota?
The time it takes to register your foreign corporation depends on your submission method:
- 2-3 days if you file online
- Processed while you wait if you submit your filing in person
- 4 business days + mailing time if you mail in your form
How much does a foreign corporation cost in Minnesota?
Mailing in your form is the cheapest way to get your MN foreign corporation at $200. If you submit your filing online or in person it costs $220.
Does my corporation need a Certificate of Good Standing to register in Minnesota?
No. Minnesota is one of the few states that doesn’t require a Certificate of Good Standing from your home state. Instead, when you complete and file for your Certificate of Authority, you are confirming that your corporation is in compliance with your home jurisdiction.
How are foreign corporations taxed in Minnesota?
Just like domestic corporations, foreign corporations in Minnesota are subject to the state’s 9.8% corporate income tax. It’s also important to note that there’s a minimum tax of 5.8% due if your corporation owns property in MN.
Is there an annual fee for Minnesota foreign corporations?
Like every other business entity in the state, foreign corporations are required to file an annual report to the MN Secretary of State every year. This form is due by December 31st every year your foreign corporation is active. The form costs $115 to file by mail or $135 to file in person or online.
How long is my foreign corporation registered in MN?
As long as it remains in compliance, your foreign corporation is active in MN until you decide to withdraw it from the state. In rare instances, the Secretary of State may revoke your company’s status as a foreign corporation. This can happen if you fail to file your annual report or pay state taxes.