Form a corporation in Minnesota
Minnesota is cheap to keep alive with a free annual renewal, but the tax is heavy: a flat 9.8% franchise tax and a separate minimum fee. CountSure models all of it before you commit. Free renewal, but a flat 9.8% franchise tax and a minimum fee.
Requirements, costs & steps for an incorporate in Minnesota
Incorporating in Minnesota is cheap to keep alive, the annual renewal is free, but the tax side is where Minnesota is heavy. The corporate franchise tax is a flat 9.8%, one of the highest corporate rates in the country, and there is a separate minimum fee tied to how much property, payroll, and sales you have in the state. This guide covers the cost, the filing steps, both of those taxes, and ongoing compliance. To compare structures first, read our Minnesota LLC formation guide, or let our Minnesota incorporation service file it all for you.
What you need to know?
Filing fee, online costs more:
$155 online or in person, or $135 by mail, because online and in-person filings are automatically expedited.
Free annual renewal:
$0, due December 31 each year, same as for LLCs. Missing it dissolves the corporation.
High corporate franchise tax:
Minnesota taxes C-corporation income at a flat 9.8%, one of the highest corporate rates in the US, plus a 5.8% alternative minimum tax.
Separate minimum fee:
A tiered minimum fee applies based on total Minnesota property, payroll, and sales, from $0 below $1,280,000 up to $12,830.
Directors and officers:
At least one director; Minnesota requires a CEO and a CFO, and one person may hold both offices.
Minnesota corporation at a glance
The essentials for incorporating and maintaining a Minnesota corporation.
How to incorporate in Minnesota, Step by Step
Seven steps from name check through your free December 31 renewal.
Choose a compliant corporate name
Minnesota corporate names must include “Corporation,” “Incorporated,” “Company,” “Limited,” or an abbreviation (and “Company” may not be immediately preceded by “and” or “&”), be distinguishable from existing names, and not mislead the public. Reserve a name for 12 months for $55 online if desired.
Set up your registered office
Minnesota requires a registered office at a physical Minnesota street address. Naming a registered agent is optional, but most corporations name one. CountSure can act as your registered agent.
Line up directors and officers
A Minnesota corporation needs at least one director and must have a Chief Executive Officer and a Chief Financial Officer; one person can hold both offices, so a single founder can incorporate alone.
File Articles of Incorporation
File through Business Filings Online for $155 (auto-expedited), or by mail for $135. The Articles list the corporate name, registered office, authorized shares, and incorporators. Governed by Minnesota Statutes Chapter 302A.
Adopt bylaws and hold an organizational meeting
Appoint directors and officers, adopt bylaws (internal, not filed), and authorize stock issuance. Keep minutes and a stock ledger in your corporate records.
Get an EIN and register for taxes
Obtain a free EIN; to elect S-corp treatment, file IRS Form 2553; register with the Department of Revenue for the corporate franchise tax, sales tax, and withholding as needed.
Calendar your December 31 renewal
File the free annual renewal with the Secretary of State by December 31 each year. It is free, but missing it dissolves the corporation.
Director & formation Requirements
Minnesota keeps director rules light but requires named officers. Here’s what to get right.
- Minimum number: At least one director
- Residency / age: No Minnesota residency requirement; directors must be natural persons.
- Officers: Minnesota requires a Chief Executive Officer and a Chief Financial Officer; one person may hold both roles
- Listed in Articles: Directors and officers are not required to be named in the Articles of Incorporation; they are recorded internally.
- Stock: The number of authorized shares (Minnesota’s filing fee does not scale with share count).
Ongoing Minnesota corporation Compliance & Taxes
Corporate records
Keep the Articles, bylaws, stock ledger, director and officer lists, and minutes of shareholder and board meetings at your principal office. Maintaining these formalities protects your limited-liability status.
Annual renewal, free, due December 31
Minnesota corporations file the same free annual renewal with the Secretary of State by December 31 each year. There is no fee for a corporation in good standing. As with LLCs, the renewal is easy to forget precisely because nothing bills you, and missing it results in administrative dissolution, with reinstatement available afterward. Calendar December 31 as a hard deadline.
Corporate franchise tax, flat 9.8%, plus AMT
Minnesota taxes C-corporation income at a flat 9.8%, which is one of the highest corporate rates in the United States. On top of the regular tax, Minnesota imposes a corporate alternative minimum tax of 5.8% on an alternative base, so corporations generally calculate both and pay the higher. Minnesota uses single-sales-factor apportionment, so only income tied to Minnesota sales is taxed. Corporations file the franchise tax return (Form M4) with the Department of Revenue.
The minimum fee
Separate from the franchise tax, Minnesota charges a minimum fee based on the sum of your Minnesota property, payroll, and sales. For 2026 it is $0 below $1,280,000 in combined Minnesota factors, then steps up: $260, $770, $2,560, $5,140, and a maximum of $12,830 at the top bracket. The brackets are adjusted for inflation each year. The minimum fee applies to C-corporations, S-corporations, partnerships, and multi-member LLCs; single-member LLCs are exempt. It is a fee, not the income tax, so a profitable corporation can owe both.
S corporation election
Minnesota recognizes the federal S-corporation election. Income generally passes through to shareholders and is taxed on their Minnesota personal returns at the graduated 5.35% to 9.85% individual rate, though the corporation may still owe the minimum fee. Minnesota also offers a pass-through entity tax election that can help with the federal SALT cap. S corporations file Form M8.
EIN and state tax accounts
An EIN is required to hire and bank. Register with the Department of Revenue for the corporate franchise tax, withholding, and sales tax as applicable.
Minnesota incorporation Cost Breakdown
The full picture before optional services.
Insight From Our Team
“Minnesota is a study in contrasts for a corporation. The state paperwork is cheap and the annual renewal is free, but the tax is heavy: a flat nine point eight percent corporate franchise tax is near the top of the national range, and there is a five point eight percent alternative minimum tax alongside it. Then there is the minimum fee, which trips people up because it is not the income tax, it is a separate charge based on your Minnesota property, payroll, and sales, and a profitable company can owe both. The good news is the minimum fee is zero until you are past roughly one and a quarter million dollars of Minnesota activity, so smaller corporations avoid it. We model the franchise tax, the AMT, and the minimum fee together before a client commits.”
Parth Shah
CountSure
Related Guides & Services
- All state formation guides
Frequently Asked Questions
It is $155 online or in person, or $135 by mail, because online and in-person filings are automatically expedited. The annual renewal that follows is free.
A flat 9.8% on C-corporation income, one of the highest corporate rates in the country, plus a 5.8% alternative minimum tax. Corporations generally calculate both and pay the higher.
A separate fee, not the income tax, based on total Minnesota property, payroll, and sales. For 2026 it is $0 below $1,280,000 and rises in steps to a maximum of $12,830. It applies to C-corps, S-corps, partnerships, and multi-member LLCs, but not single-member LLCs.
Minnesota calls it an annual renewal, and for a corporation in good standing it is free, due December 31. Missing it dissolves the corporation, with reinstatement available.
At least one. Minnesota also requires a Chief Executive Officer and a Chief Financial Officer, and one person can hold both offices, so a single founder can incorporate alone.
Get Started
Start your Incorporate in Minnesota with CountSure
From the Articles of Incorporation and your registered office to bylaws, EIN, the free December 31 renewal, and the franchise tax, AMT, and minimum fee, CountSure handles Minnesota incorporation start to finish.
- Free 30-minute consultation with a CPA
- Fixed-fee, fully transparent pricing
- 100% remote - no travel or visa required
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