Articles of Incorporation MN: Everything You Need to Know
Articles of incorporation MN are a requirement for any business that forms an LLC in the state of Minnesota.3 min read
Articles of incorporation MN are a requirement for any business that forms an LLC in the state of Minnesota. Many businesses choose to form as an LLC to limit their personal liability in the event the company is sued. Since an LLC the corporation is responsible for business obligations, the owner's personal assets cannot be sought by creditors. LLCs may also provide owners with additional tax benefits as well.
Preparing Your Articles of Incorporation
In order to form a corporation in the state of Minnesota, you will need to file your articles of incorporation with the Secretary of State's office. The existence of your corporation will take effect when these documents are filed. When creating your articles of incorporation, you will need to include:
- Your corporation's name
- The names and addresses of all incorporators
- The name and address of your registered agent
- How your stock will be structured and the total number of shares that your business will be authorized to issue
Choosing Your Corporation Name
The first step in choosing your corporate name is making sure that it is available to use in the state. You can check for the availability of names on the Minnesota Secretary of State website. When choosing your name, you have the option to reserve the name for 12 months while you begin the filing process. If your business is not created in the 12-month period, the name reservation can be renewed in 12-month increments.
When choosing a business name, there are multiple requirements that need to be met before it can be considered usable. Your name must be unique and distinguishable from any other name registered in the state and contain a limited liability company indicator at the end of it such as LLC or LC.
Identifying the Incorporators
The incorporators will be responsible for signing and filing the articles of incorporation with the Secretary of State office. Incorporators have the power to add or modify any of the provisions set forth in the Minnesota Business Corporation Act. If an incorporator chooses to modify the provisions, they must draft their own articles of incorporation instead of using the state forms.
When specifying your incorporators in the articles, the following requirement must be adhered to:
- The corporation must have at least one incorporator.
- Incorporators must be 18 years or older.
- If initial directors are not named in the articles of incorporation, then the incorporators will be responsible to elect the directors or act as the board until an official election can occur.
Identify the Directors
Corporate directors are named to set and monitor the policies and goals and oversee a company's management. Directors are tasked with exercising good business judgment and always acting in the best interest of the corporation. When you identify who the directors of a corporation will be, you must make sure that they follow certain requirements.
- Every corporation must have at least one director. There is no maximum number of directors, but your number should be stated in your articles of incorporation or bylaws.
- Each director must be an individual. This is the only eligibility requirement that the state of Minnesota requires for directors.
Specify Your Registered Agent
Corporations need to identify their registered agent and the physical address where they will receive correspondence. Though corporations are not required to have a registered agent in the state of Minnesota, if they do have one, they must be named on their articles of incorporation. Your registered agent will be the person that will receive all of the corporate documents such as process of service paperwork.
When choosing your registered agent, they will need to meet certain eligibility requirements.
- The must have an office and street address in the state of Minnesota where they will be able to receive documents during normal business hours. The registered agent's address does not need to be the company address.
- The registered agent can be an individual, a limited partnership, or a limited liability company that is authorized to perform business in the state.
Stating the Corporate Purpose
Your articles of incorporation must include the corporation's general business purposes for which they are seeking incorporation.
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