Forming a Corporation in Minnesota

Forming A Minnesota Business Corporation

A corporation is a separate legal entity that is owned by one or more shareholders. The shareholders elect a board of directors which is responsible for the management and control of the corporation. As a separate legal entity, the corporation is responsible for the debts and obligations of the business. In most cases the shareholders are insulated from personal liability for claims against the corporation.

A corporation is formed according to the laws of the state in which it is organized. In Minnesota the business corporation statute is Minnesota Statutes Chapter 302A. The following material describes the process for incorporating a business in Minnesota and some of the post-incorporation issues faced by new corporations. The formation of a state bank or trust company with the Minnesota Department of Commerce is beyond the scope of this publication. Other issues are described in posts of this blog on choosing the form of business organization, business taxes, and issues for employers.

The next several posts will cover:

  • articles of incorporation
  • other provisions
  • amending the articles of incorporation / change of registered office or registered agent
  • general post-incorporation issues

This post is part of a series of posts on forming a business in Minnesota.