Minnesota C Corp Formation

Minnesota C Corporation Formation

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Steven S.

Steven Stark

266 reviews
For over 30 years, Steven Stark has offered counsel to non-profit organizations and private companies. He has a passion for helping small businesses in particular since he himself started several businesses of his own in New York and Florida. He understands the importance of small businesses having a reliable attorney to advise them about legal matters from their inception.
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Richard G.

Richard Gora

155 reviews
Looking for an attorney with experience? Richard Gora is the exact attorney you want. Having defended over 100 cases both in state and federal courts and working with clients from around the globe, Richard has an array of different experiences. His services are wide-ranging and include business litigation, securities litigations, employment litigation, and business counsel. Prior to founding Gora LLC, he worked for Finn, Dixon & Herling LLP for eight years.
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Joshua G.

Joshua Garber

193 reviews
Representing notable clients like Tesla and the City of Los Angeles, Josh Garber excels at helping clients with employment and labor laws. Many of his past clients have had great success using Josh for employment agreements and Division of Labor Standards Enforcement (DLSE) hearings. With his practical advice, he has even helped clients avoid going to court.
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Charles E.

Charles Esposito

1 review
Charles Esposito is an attorney at law with more than six years of experience. He has been licensed to practice law in both Florida and California. Charles attended the Pepperdine University School of Law, where he obtained a J.D. in law after his graduation. Charles mainly specializes in dealing with commercial contracts. He is also experienced in real estate law, as well as labor and employment law. Charles has been serving as a small business lawyer at the TAFT Street Law Firm since January 2018.
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John D.

John Dorsey

6 reviews
Businesses know that experience is key when hiring a corporate, commercial, or real estate attorney. John Dorsey offers over 12 years of experience and knowledge in areas such as drafting agreements for software, new media, entertainment, manufacturing, marketing, and consumer product companies. Mr. Dorsey also speaks Spanish and can help your business expand internationally.
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Eric M.

Eric Malis

2 reviews
Eric advises emerging companies on legal and strategic matters by helping founders fine tune their business models and corporate structures, evaluate partnership opportunit... read more
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Mike R.

Mike Ross

2 reviews
Mike Ross and his firm, the Law Offices of Mike Ross, understand the particular needs of businesses in Silicon Valley. He realizes that part of creating a successful business lies in creating a solid business plan, and his lawyers aim to help burgeoning businesses do just that. His firm covers a range of services including corporate law, intellectual property, financing, and employment law.
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Michael B.

Michael Boreale

2 reviews
Michael Boreale, founder of Boreale Law, PLC, offers services to small and medium sizes businesses. Boreale Law offers a la carte and fixed price legal services with expertise in business, employment, and international law. An innovator and creative thinker, Michael is an expert at pinpointing the obstacles that may be holding a business back and helping them to overcome them.
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Patrick L.

Patrick Loney

14 reviews
Patrick is currently a well-known associate director for Paragon Partners Asia, as well as an independent legal adviser. He worked for K&L Gates for over two years and has gained experience in the legal world. Dealing with legal issues related to corporate finance, corporate governance, securities compliance and startup formation, Loney is experienced with providing a wide range legal services. Patrick received his J.D. from University of Washington School of Law in 2011.
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Why use UpCounsel to form your C Corporation in Minnesota?

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Why use UpCounsel to form an C Corporation in Minnesota

Starting an C Corporation in Minnesota with a business startup attorney on UpCounsel is easy, informative, and cost-effective. In just three simple steps, our C Corporation attorneys will help you protect your business and personal assets, and help you organize your business for state and federal compliance for an C Corporation.

When forming an C Corporation in Minnesota with UpCounsel, the attorney you choose to help you will conduct a business name search for your Minnesota C Corporation and assist you in preparing your C Corporation Operating Agreement, along with providing other legal services based on your needs. Once your Articles of Incorporation have been prepared and successfully filed with the Minnesota Secretary of State, your Minnesota C Corporation has been formed and begins its existence as a corporate entity.

Choosing a Company Name for Your C Corporation

One of the first steps in the process of forming your C Corporation is to choose your business name.

The business name that you choose must contain the words "incorporated", "corporation", "limited", or "company", or an abbreviation of these words. The name may not indicate or imply that the corporation is organized for a purpose other than one permitted by state law or its articles of incorporation. It must be distinguishable (not the same as or deceptively similar to) the name of an S Corp or foreign C Corporation reserved or registered.

Your C Corporation name may contain the name of one or more members.

By using UpCounsel, you can choose several business names in order of preference. Your attorney of choice can then conduct a name check for your Minnesota S Corp before filing to see which names are available. Once you have chosen an available name, your chosen C Corporation attorney can help you properly register your name with the State of Minnesota.

Requirements for Forming a Minnesota C Corporation

Articles of Incorporation: When forming an C Corporation in Minnesota, the Articles of Incorporation must be filed with the Minnesota Secretary of State. Minnesota state law requires that certain information be included in your Articles of Incorporation when forming your Minnesota C Corporation.

This information must include:

  1. The C Corporation name and address.
  2. The purpose of the C Corporation
  3. The name and address of the registered agent for service of process on the C Corporation
  4. The number of shares, and their class, that the C Corporation is authorized to issue.
  5. The name and addresses of each of the incorporators.

Additionally, a Minnesota C Corporation formation generally requires inclusion and/or consideration of the following:

C Corporation Operating Agreement: Although the C Corporation Operating Agreement is not required with the Articles of Incorporation, it is a good idea for every C Corporation with more than one member to have one. The Articles of Incorporation may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. If there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members. If you do choose to adopt an operating agreement, it does not have to be filed with the Secretary of State, but should be kept on file by the registered agent.

Membership: A C Corporation must have one or more members.

Eligibility Requirements: A natural person or an entity.

Procedure for Membership: The member may acquire an interest in the C Corporation directly from the C Corporation at the time of formation and, after formation, at the time provided in and upon compliance with the Articles of Incorporation or the operating agreement or, if not provided, only upon the vote of a majority in interest of the C Corporation members, excluding the vote of the person acquiring the membership interest, and only when the person becomes a party to the C-Corp's operating agreement.

Business Licenses: Business licenses and/or permits are required for most C-Corp's offering specific professional services. Contact the Minnesota State Corporations Commission for specific licenses.

Resident Agent needed for a Minnesota C Corporation

UpCounsel attorneys can also provide your business with a registered agent in Minnesota. Every Minnesota C Corporation must have a registered agent in Minnesota, which is the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit. A Minnesota resident, corporation, or a foreign corporation that has the authority to transact business in Minnesota may act as a registered agent, as long as they have a physical street address in Minnesota.

Minnesota Secretary of State

Once you create an C Corporation in Minnesota, the Minnesota Secretary of State will require that certain recurring responsibilities and duties be fulfilled. The most important of these are explained below.

For further information, contact the Minnesota Secretary of State.

Recurring Responsibilities and Duties for Minnesota C Corporations

Periodic Report: Each C Corporation shall provide a periodic report to the Minnesota Secretary of State regarding its financial condition to each of its members. Your registered agent will be mailed a reminder prior to when your periodic report is due. If your periodic report is not filed on time, your C Corporation could face fines. The periodic report must be filed online at the Secretary of State's website.

Records: Each Minnesota C Corporation must keep the following records open to inspection at its office:

  1. A current list of the full name and last known business or residence address of each member and of each holder of an economic interest in the C Corporation set forth in alphabetical order, together with the contribution and the share in profits and losses of each member and holder of an economic interest.
  2. If the C Corporation is manager-managed, you will need a current list including the full name and business or residence address of each manager.
  3. A copy of the Articles of Incorporation and all amendments thereto, together with any powers of attorney pursuant to which the Articles of Incorporation or any amendments thereto were executed.
  4. Copies of the C-Corp's federal, state, and local income tax or information returns and reports, if any, for the six most recent taxable years .
  5. A copy of the C-Corp's Operating Agreement, if in writing, and any amendments thereto, together with any powers of attorney pursuant to which any written operating agreement or any amendments thereto were executed.
  6. Copies of the C-Corp's financial statements, if any, for the six most recent fiscal years.
  7. The books and records of internal affairs as they relate to the C Corporation for at least the current and past four fiscal years.
  8. A signed "Incorporator's Statement" showing the names and addresses of the initial directors who will serve on the board until the first annual meeting of shareholders.

Filing Fees for a Minnesota C Corporation

Filing of the Articles of Incorporation must be made with the Minnesota Secretary of State in which the C Corporation was organized, along with the appropriate state filing fee. The fee for this is $135 and the Articles may be emailed or mailed along with the fee. Keep in mind that fees can be subject to change, so make sure to refer to the Minnesota Secretary of State for any updates.

Taxes for a Minnesota C Corporation

Minnesota C Corporation shareholders do not report any of the business income and expense on their individual tax return. The corporation files tax returns and pays its income taxes (at generally lower tax rates than would individuals) while the individual shareholders report and pay personal income taxes only on monies paid them by the corporation.

It should be noted that shareholders are required to pay personal income taxes on income from dividends paid by a C Corporation even though income taxes have previously been paid by the corporation. This leads to what is commonly referred to as "double taxation".

Minnesota state law follows federal law for income tax purposes. Therefore if a corporation is classified as an association taxable as a C Corporation for federal income tax purposes, so will it be taxable as a corporation for state tax purposes.

Federal Income Tax: For federal income tax purposes, a C- Corp is recognized as a separate taxpaying entity. A corporation conducts business, realizes net income or loss, pays taxes and distributes profits to shareholders.

Minnesota State Income Tax: Minnesota C Corporations must pay a corporation income tax and a "minimum fee" tax.

Federal Tax Identification Number: Your corporation will need to obtain a federal tax identification number, which is also known as an Employment Identification Number (EIN). You do not need to get a new EIN after the corporation choose to become a C Corporation An EIN is similar to an individual's social security number. You will need an EIN for your C Corporation as long as there is one member, even if the C Corporation does not have employees. For certain tax filing requirements the attorney you choose on UpCounsel can help prepare your Federal Tax ID Application, if you have not done so already.

Start Your Business Off Right with an Affordable C Corporation Attorney in Minnesota

Start Your Company Off Right with Affordable C Corporation Attorneys in Minnesota

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