Minnesota Nonprofit Incorporation Guide

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Quick Facts

A

Pre-Filing Checklist

1. 1.
   Name check & reservation (optional): Confirm distinguishability and compliance with naming rules; you may reserve a name under Minn. Stat. §317A.117.
2. 2.
   Directors: Minnesota nonprofits must have at least three directors; set the exact number by articles or bylaws (Minn. Stat. §317A.203).
3. 3.
   Registered office (and address rules): You must list a Minnesota registered office; a registered agent is optional. The registered office must be a physical location—not a P.O. Box (Minn. Stat. §§317A.121; 317A.011, subd. 2).
4. 4.
   Service of process: Service may be made on the registered agent (if any), an officer, or the Secretary of State as provided by statute (Minn. Stat. §317A.901).
5. 5.
   Purpose + IRS clauses plan: Draft a Minnesota-compliant purpose (317A.101) and include IRS 501(c)(3) organizational test, limitations/no private inurement & lobbying/political activity limits, and dissolution/asset-dedication provisions in your Articles or an attachment.

B

Prepare the Articles of Incorporation

Include the following (tracks SOS form and Chapter 317A):

1. 1.
   Corporate name: Must comply with Minnesota naming requirements.
2. 2.
   Registered office address: Minnesota physical address; not a P.O. Box. Registered agent (if any).
3. 3.
   Incorporator(s): Name and address.
4. 4.
   Optional statements you may add: Whether the corporation will have members; any initial limitations or special provisions (not required by statute but often included).
5. 5.
   IRS-required provisions (recommended for 501(c)(3)):

   • • Organizational test (exclusively for charitable/educational/religious/scientific purposes within §501(c)(3))
   • • Limitations/no private inurement; no political campaign activity; limited lobbying
   • • Dissolution clause dedicating assets to another §501(c)(3) or government for public purposes

C

File the Articles

1. 1.
   File online (MBLS) or by mail/in person: Online filing is through the Secretary of State's Business & Liens portal.
2. 2.
   Fees: $90 online or in-person (expedited service); $70 by mail.
3. 3.
   Output: You'll receive a filed copy/receipt (email for online filings). Keep your stamped Articles for banking, IRS, AG registration, etc.

D

Post-Filing Tasks

1. 1.
   EIN: Apply with the IRS (Form SS-4).
2. 2.
   Organizational meeting: Approve bylaws; appoint at least three directors and required officers; adopt key policies; set fiscal year; bank resolutions.
3. 3.
   Charitable registration (AG): Register before soliciting unless exempt; initial fee $25. Annual report due by the 15th day of the 7th month after FY end (e.g., July 15 for calendar FY); late fee $50.
4. 4.
   SOS annual renewal: File the Minnesota annual renewal every year by Dec 31 to keep active status.
5. 5.
   Sales & use tax: Apply for MN Nonprofit Exempt Status (Form ST16). Then give vendors Form ST3 to claim exemption on qualifying purchases (must be paid directly by the nonprofit; certain items like lodging/prepared food are taxable).
6. 6.
   State business tax: If you file Form 990-T federally, file Minnesota Form M4NP for unrelated business income.
7. 7.
   Local licenses & banking: Open a bank account (EIN + filed Articles + bylaws); obtain any city/county permits as needed.

Resources & Forms

• Articles Template: SOS Articles of Incorporation (MN Nonprofit) PDF
• Online Filing Portal: MBLS (Minnesota Business & Lien System)
• Charitable Registration: Attorney General Charities Division
• AG Initial Registration: Form C1 (PDF)
• AG Annual Report: Form C2 (PDF)
• Sales Tax Exemption: DOR Form ST16 (Nonprofit Status)
• Certificate of Exemption: DOR Form ST3 (for purchases)
• UBIT Filing: Form M4NP & instructions

Notes & Best Practices

• Put the IRS clauses in your Articles now—Minnesota's SOS template is minimalist; add a separate article titled “Tax-Exempt Status and Dissolution”
• Mind the registered office rule—Minnesota requires a physical address (no P.O. Boxes); registered agent is optional but can simplify service
• Remember the minimum 3-director requirement—this is mandatory for all Minnesota nonprofits
• Sales tax reality check—Federal exemption ≠ MN sales tax exemption; apply for ST16 and use ST3 where appropriate
• Calendar two recurring filings: AG annual report (7th-month-15th-day after FY end) and SOS annual renewal (by Dec 31)
• Missing the SOS renewal triggers administrative dissolution—mark your calendar early in December