Articles of Incorporation
A corporation is formed by one or more incorporators filing articles of incorporation with the Secretary of State and paying the filing fee. Articles of incorporation are the equivalent to articles of organization in an LLC.
Minimum requirements are satisfied by an articles of incorporation form that is available 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 office. It’s worth noting that these templates are embarrassingly simplistic, lacking core terms that Minnesota business attorneys would use to protect shareholders and the corporation from legal risks.
Incorporators may, in the articles of incorporation, add to or modify many of the basic statutory provisions set forth in the Minnesota Business Corporation Act. If the incorporators choose to modify the statutory provisions, they must draft their own articles of incorporation; they cannot use the form provided by the Secretary of State. An attorney can assist in determining whether modifications are needed and in drafting articles of incorporation.
Requirements for the corporate name are discussed in the section on naming the business entity, earlier in this Guide.
A corporation must maintain a registered office located in the state of Minnesota. The address of a registered office must set forth the complete office address (not a post-office box). This address may be a street address, a rural route and rural route box or fire number, or directions from a landmark. If directions are given, a mailing address in the same town or in an adjacent area must also be given. All addresses must have a zip code.
The corporation is not required to name a registered agent in the articles of incorporation, but if the corporation decides to name an agent, the articles must list the name of the agent and the agent must be located at the registered office.
The corporation is no longer required to have a corporate seal.
Number of Authorized Shares of Stock
A corporation may authorize any number of shares of stock. The articles of incorporation require only the total number of shares authorized. Neither a par value nor a stated value is required, although the articles may include par value if shares are to have a par value. Corporations that plan to do business in another state should consider including a provision specifically stating that shares have a par value of one cent per share for franchise fee purposes. This is a restatement of Minnesota Statutes § 302A.401, subd. 2(c) and may enable the corporation to avoid paying excess franchise fees in other states. Note: While the number
Note: While the number of authorized shares is fixed in the articles, the decision to issue shares is up to the directors, who may reserve shares for later issuance. The board must approve each issuance and ensure that the corporation receives fair value for its shares.
Names, Addresses and Signatures of Incorporators
The articles must list the names and complete mailing addresses, including zip codes, of each of the incorporators. There must be at least one incorporator. Each incorporator must be a natural person of at least 18 years of age and must sign the articles.
This post is part of a series of posts on forming a business in Minnesota.
CREDITS: Portions of this are excerpted 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.