Minnesota S Corporation Formation Attorneys & Lawyers
How it Works
Steven Stark
Jake Siciliano
Richard Gora
Grant Maynard
John Ray
Michael Mowery
Rebecca Field Emerson
Michael Muellerleile
Heather Morado
Ted Smith
Minnesota S Corporation Formation Lawyers
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Why use UpCounsel to form an S Corporation in Minnesota
Starting an S Corporation in Minnesota with a business startup attorney on UpCounsel is easy, informative, and cost-effective. In just three simple steps, our S Corporation attorneys will help you protect your business and personal assets, and help you organize your business for state and federal compliance for an S Corporation.
When forming an S Corporation in Minnesota with UpCounsel, the attorney you choose to help you will conduct a business name search for your Minnesota S Corporation and assist you in preparing your S 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 S Corporation has been formed and begins its existence as a corporate entity.
However, a corporation does not register as an S Corporation with the Secretary of State. It registers as a corporation with the state and then may file for S Corporation status with the IRS. S Corporation status is a taxation category which provides income tax advantages to small businesses.
Choosing a Company Name for Your S Corporation
One of the first steps in the process of forming your S 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 S Corporation reserved or registered.
Your S 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 S Corporation attorney can help you properly register your name with the State of Minnesota.
Requirements for Forming a Minnesota S Corporation
Articles of Incorporation: When forming an S 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 S Corporation.
This information must include:
- The S Corporation name and address.
- The purpose of the S Corporation.
- The name and address of the registered agent for service of process on the S Corporation.
- The number of shares, and their class, that the S Corporation is authorized to issue.
- The name and addresses of each of the incorporators.
Additionally, a Minnesota S Corporation formation generally requires inclusion and/or consideration of the following:
S Corporation Qualification Requirements: For a corporation to qualify as an S Corporation for tax purposes, it must meet the following requirements:
- Must be a domestic corporation.
- Have only allowable shareholders including individual, certain trusts, and estates; and may not include partnerships, corporations or non-resident shareholders.
- Have only one class of stock
- Have no more than 100 shareholders
- Not be an ineligible corporation (i.e. certain financial institutions, insurance companies, and domestic international sales corporations).
Additionally, a Minnesota S Corporation formation generally requires inclusion and/or consideration of the following:
S Corporation Operating Agreement: Although the S Corporation Operating Agreement is not required with the Articles of Incorporation, it is a good idea for every S 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 S 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 S Corporation directly from the S 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 S Corporation members, excluding the vote of the person acquiring the membership interest, and only when the person becomes a party to the S-Corp's operating agreement.
Business Licenses: Business licenses and/or permits are required for most S-Corp's offering specific professional services. Contact the Minnesota State Corporations Commission for specific licenses.
Resident Agent needed for a Minnesota S Corporation
UpCounsel attorneys can also provide your business with a registered agent in Minnesota. Every Minnesota S 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 S 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 S Corporations
Periodic Report: Each S 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 S Corporation could face fines. The periodic report must be filed online at the Secretary of State's website.
Records: Each Minnesota S Corporation must keep the following records open to inspection at its office:
- 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 S 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.
- If the S Corporation is manager-managed, you will need a current list including the full name and business or residence address of each manager.
- 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.
- Copies of the S-Corp's federal, state, and local income tax or information returns and reports, if any, for the six most recent taxable years
- A copy of the S-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.
- Copies of the S-Corp's financial statements, if any, for the six most recent fiscal years.
- The books and records of internal affairs as they relate to the S Corporation for at least the current and past four fiscal years.
- 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 S Corporation
Filing of the Articles of Incorporation must be made with the Minnesota Secretary of State in which the S 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 S Corporation
A Minnesota S Corporation is a special type of corporation created through an IRS tax election. An eligible corporation can avoid double taxation (once to the corporation and again to the shareholders) by a corporation with a Subchapter S designation by the IRS. A corporation must file a Form 2553 to elect "S" status within two months and 15 days after the beginning of the tax year.
Owners of the S Corporation report business losses or profits on their personal tax returns, and therefore the business itself is not taxed. Each shareholder is responsible for paying taxes on their pro rata share of the S corporation's items of income, deductions, and credits (through a Schedule K-1 form).
Minnesota state law follows federal law for income tax purposes. Therefore if a corporation is classified as an association taxable as a S Corporation for federal income tax purposes, so will it be taxable as a corporation for state tax purposes.
Federal Income Tax: An S Corporation does not pay federal income tax.
Minnesota State Income Tax: Minnesota does not impose an income tax on businesses.
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 S Corporation. An EIN is similar to an individual's social security number. You will need an EIN for your S Corporation as long as there is one member, even if the S 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.
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This is the most recent 20 reviews out of 27 reviews for Business Formation attorneys in Minnesota
Draft Founders Agreement
"Daniel was wonderful to work with. He's answered my many questions, listened to my concerns and provided an end product that met my needs."
Danae G
.
Stillwater,
MN,
3 months ago
Business Formation Consultation
"I highly recommend Daniel to anyone dealing with start-up co-founder agreements. He took the time to understand my issues thoroughly, gave me sound options, and completed the contract quickly."
Dea (Day Ah) M
.
Saint Paul,
MN,
9 months ago
Business Formation Consultation
"Jake was extremely fast and responsive setting up everything I needed for a new corporation. He provided practical, pro-business advice that made it easy for me to make informed decisions. I really appreciated Jake's expertise and experience so that I could focus on my customers' needs, product, and team while he handled the legal details. Awesome experience."
Dominic S
.
Minneapolis,
MN,
over 1 year ago
Consult on Corporate Restructure
"Chelsie was great to work with. Timely, professional, proactive. Big fan."
Kenneth F
.
Saint Paul,
MN,
about 2 years ago
Buyout Agreement
"As always, Jake was great to work with!"
Adam E
.
Anoka,
MN,
over 2 years ago
Consult on Corporate Restructure
"Todd was a pleasure to work with on my project. As a small business owner, it was important that I partnered with someone that was willing to understand my unique needs. There was clear and consistent communication by Todd throughout the process. I would highly recommend his services and plan to use him for any of my needs in the future."
Kelly J
.
Minneapolis,
MN,
over 2 years ago
Draft Shareholder Agreement
"Robert was responsive, knowledgeable, and detail oriented while navigating an ambiguous contract and rounds of negotiation. He helped move the process forward ensuring we understood our options and provided a clear path forward. Highly recommend!"
Steven J
.
Saint Paul,
MN,
over 2 years ago
Form Corporation
"Mr. Wieser was so helpful in every step of the process. Made every step of the process clear."
Hunter E
.
Circle Pines,
MN,
over 2 years ago
Business Formation Consultation
"Jake was great to work with!"
Adam E
.
Anoka,
MN,
over 2 years ago
Operating Agreement
"Neil is very responsive and listens to your needs before providing recommendations. He is courteous and knowledgeable, and I highly recommend him."
Max F
.
Minneapolis,
MN,
about 3 years ago
Consult on Corporate Restructure
"Sam was exactly what I was looking for. He was on budget and provided me with exactly what I needed."
Mark M
.
Lakeville,
MN,
about 3 years ago
Founders Agreement
"Will work with Bill again!"
Steve C
.
Minneapolis,
MN,
over 3 years ago
Assist with Other Business Formation Matter
"Marshall was quick to respond and very knowledgeable. I'll also give him bonus points for his generosity in my case: I had a number of additional questions after I had already paid my invoice, and expected to be charged for the additional research (I mentioned this to him as well). He insisted on keeping the payment the same, and still answered my additional questions. I really appreciated working with you, Marshall. Thank you!"
Rick R
.
Saint Paul,
MN,
over 3 years ago
Founders Agreement
"James has delivered for us on several projects. He is very qualified, makes himself available for questions or consultations, and consistently produces good work."
Jordan H
.
Minneapolis,
MN,
over 4 years ago
Draft Franchise Agreement
"Neil did a very nice job. He was prompt and detail in his analysis. I would work with him again. Thanks Neil...JA"
Jim A
.
Minneapolis,
MN,
about 5 years ago
Formation of LLC
"Steven was great to work with. Very knowledgeable and responsive."
Tom S
.
Saint Paul,
MN,
over 5 years ago
Form Corporation
"Very happy with the service provided"
Priya S
.
Minneapolis,
MN,
over 5 years ago
Restructure Corporation
"Fast and easy. Glad to have worked with Michael!"
James H
.
Minneapolis,
MN,
almost 6 years ago
Dissolve Corporation
"Geoffrey consistently exceeds expectations with clarity and speed."
Dylan P
.
Saint Paul,
MN,
over 6 years ago
Consult on Business Structure / Regulations
"Paul was a pleasure to work with"
Nick T
.
Lakeville,
MN,
about 7 years ago