Filing Documents With The Secretary Of State
Drafting The Document
Standard forms are available without charge from the Secretary of State’s website at www.sos.state.mn.us/index.aspx?page=331 or by fax from the Fax Forms library at (651) 296-2803 or by mail from the Secretary of State. While these forms are designed to meet minimum requirements of the law, they are not intended to address every possible situation. Consultation with an attorney can help the business owner draft a document that reflects the needs and desires of the parties and understand the legal effects of the filing.
Documents must be legible. The Secretary of State permanently records all documents; this process demands a legible copy. Thus, documents that are illegible are not accepted for filing. Copies and legible fax transmissions are acceptable. Original signatures are acceptable if legible, but are not required; in most cases a copy will suffice.
The proper fee must accompany the document. A current fee schedule appears at the end of this section. Information regarding payment methods is available on the Secretary of State’s website at www.sos.state.mn.us.
Time Required For Filing And Processing Documents
Documents are usually reviewed the day they are received by the Secretary of State. In cases of complex documents or heavy seasonal workloads, review may take place the day following receipt. Non-expedited drop-offs are reviewed the business day following drop off.
Common Reasons Why Documents Are Not Accepted For Filing
A document may be returned unapproved and not accepted for filing by the Secretary of State for a number of reasons. Some of these include:
- An incomplete address is submitted. Documents must state the full street address, city or town and zip code number.
- The filing fee submitted is not correct.
- The signatures of the required parties are incorrect or incomplete. All incorporators of a corporation or organizers of a limited liability company must sign the original articles. Other filings must be signed by a person who is authorized by the business entity to sign those documents. The business entity’s attorney can assist in determining who is authorized to sign documents.
- The name referred to in an amendment or subsequent filing is incorrect. In submitting amendments or any other subsequent filings the name of the corporation or other business entity must be identical (in spelling and punctuation) to the legal name on file with the Secretary of State.
- The name submitted for a corporation, limited liability company or limited liability partnership is not distinguishable from an existing coporate or assumed name, trademark or servicemark, limited liability company, limited partnership or limited liability partnership name.
Electronic Acknowledgements And Online Signatures
The 2008 Legislature provided the Office of the Secretary of State authorization to receive acknowledgements electronically. This provides the submitter the document image or acknowledgement faster.
2009 legislation provides that any document submitted to the Office of the Secretary of State online may be signed by any person as agent of the person whose signature is required by law. The signing party must indicate on the application that they are acting as agent of the person whose signature would be required and that they have been authorized to sign on behalf of the applicant. The name of the person signing, entered on the online application, constitutes a valid signature by such an agent.
This post is part of a series of posts on starting a franchise in Minnesota.
CREDITS: This is an excerpt from A Guide to Starting a Business in Minnesota, provided by the Minnesota Department of Employment and Economic Development, Small Business Assistance Office, Twenty-eighth Edition, January 2010, written by Charles A. Schaffer, Madeline Harris, and Mark Simmer. Copies are available without charge from the Minnesota Department of Employment and Economic Development, Small Business Assistance Office.