Business Law Minnesota

In Minnesota the following business entities may be set up:
  1. Limited Liability Companies
  2. Limited Liability Partnerships
  3. Foreign Limited Liability Company
  4. Development corporations
  5. Private cemeteries
  6. Cooperatives
  7. Social and charitable organizations
  8. Nonprofit Corporations
  9. Religious associations
One or more natural persons of at least 18 years of age may act as incorporators of a corporation by filing with the secretary of state articles of incorporation for the corporation
  1. Reservation of Corporate name
    1. The reservation may be made by filing application for reservation of name with the secretary of state along with a fee of $35.
    2. If the name is available for use by the applicant, the secretary of state shall reserve the name for the exclusive use of the applicant for a period of 12 months.
    3. The reservation may be renewed for successive 12-month periods.

The exclusive right to the use of a corporate name may be reserved by:

  1. a person doing business in this state under that name;
  2. a person intending to incorporate under this chapter;
  3. a domestic corporation intending to change its name;
  4. a foreign corporation intending to make application for a certificate of authority to transact business in this state;
  5. a foreign corporation authorized to transact business in this state and intending to change its name;
  6. a person intending to incorporate a foreign corporation and intending to have the foreign corporation make application for a certificate of authority to transact business in this state; or
  7. a foreign corporation doing business under that name or a name not distinguishable from that name in one or more states other than this state and not described in clause (4), (5), or (6).

The corporate name may be reserved if:

  1. the proposed name is in the English language or in any other language expressed in English letters or characters;
  2. it contains the word "corporation", "incorporated", or "limited", or shall contain an abbreviation of one or more of these words, or the word "company" or the abbreviation "Co." if that word or abbreviation is not immediately preceded by the word "and" or the character "&>";
  3. not contain a word or phrase that indicates or implies that it is
  4. incorporated for a purpose other than a legal business purpose;
  5. Shall be distinguishable upon the records in the Office of the Secretary of State from:
    • the name of each domestic corporation,
    • limited partnership,
    • limited liability partnership, and
    • limited liability company,
whether profit or nonprofit, and each name the right to which is, at the time of incorporation.

"Articles of organization" means a document containing:

  1. the name of the limited liability company;
  2. the address of the registered office of the limited liability company and the name of its registered agent, if any, at that address;
  3. the name and address of each organizer; and
  4. a statement of the period of existence for the limited liability company.:
    The articles may include he followings
    1. articles of incorporation, or
    2. articles of amendment,
    3. a resolution of election,
    4. a demand retaining the two-thirds majority for shareholder approval of certain transactions,
    5. a statement of change of registered office,
    6. registered agent, or name of registered agent,
    7. a statement establishing or fixing the rights and preferences of a class or series of shares,
    8. a statement of cancellation of authorized shares,
    9. articles of merger,
    10. articles of abandonment, and
    11. articles of dissolution.
The Filing fee for the domestic company is $135.
In the case of a foreign Limited Liability Company , the term includes all documents serving a similar function is required to be filed with the secretary of state by paying a filing fee of $185 for foreign corporation, or other officer of the corporation's state of incorporation.
  1. A foreign Limited Liability Company may transact business in Minnesota State, which has a certificate of authority and includes other activities which may not constitute transacting business in this state.
  2. A foreign corporation may not be considered to be transacting business in this state solely by reason of carrying on in this state any one or more of the following activities:
    1. maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims or disputes;
    2. holding meetings of its directors or shareholders or carrying on other activities concerning its internal affairs;
    3. maintaining bank accounts;
    4. maintaining offices or agencies for the transfer, exchange, and registration of its securities, or appointing and maintaining trustees or depositaries with relation to its securities;
    5. holding title to and managing real or personal property, or any interest therein, situated in this state, as executor of the will or administrator of the estate of any decedent, as trustee of any trust, or as guardian or conservator of the person or estate, or both, of any person;
    6. making, participating in, or investing in loans or creating, as borrower or lender, or otherwise acquiring indebtedness or mortgages or other security interests in real or personal property;
    7. securing or collecting its debts or enforcing any rights in property securing them; or
    8. conducting an isolated transaction completed within a period of 30 days and not in the course of a number of repeated transactions of like nature.
A foreign limited liability company shall obtain a certificate of authority to start the business.

The application for the certificate may be filed with the secretary of state a certificate of status from the filing office in the jurisdiction in which the foreign limited liability company is organized and an application executed by an authorized person and setting forth:

  1. the name of the foreign limited liability company;
  2. the jurisdiction of its organization;
  3. the name and business address of the proposed registered agent authorized to do business in, this state;
  4. the address of the office required to be maintained in the jurisdiction of its organization or, if not so required, of the principal place of business of the foreign limited liability company; and
  5. the date the foreign limited liability company expires in the jurisdiction of its organization.
Duration of a Limited Liability Company
  1. A limited liability company whose existence begins before August 1, 1999, has a limited duration of 30 years from the date the articles of organization are filed with the secretary of state, unless the articles of organization state a shorter or longer period of duration, which may be perpetual.
  2. A limited liability company whose existence begins on or after August 1, 1999, has perpetual duration.