INSTRUCTIONS
File your business document online by visiting our website at www.sos.state.mn.us.
This form is intended merely as a guide for filing and is not intended to cover all situations. Retain the original signed
copy of this document for your records and submit a legible photocopy for filing with the Office of the Secretary of State.
Only Professional Corporations governed under Chapter 319B must include a statement that the MN firm elects to
operate and acknowledges that it is subject to Minnesota Statutes, Chapter 319B.01 to 319B.12, and list the professional
service under Minnesota Statutes, Chapter 319B.02, subdivision 19
, the corporation is authorized to provide.
Article I – Name: (Required)
List the exact corporate name. A preliminary name availability check may be done by accessing our website at
www.sos.state.mn.us
.
o Corporations MUST choose one of the following words or abbreviation of these words as
part of the name
of
the business: “Incorporated”; “Corporation”; “Limited”; or “Company”. Note: The word “company” cannot
be immediately preceded by “and” or “&”.
o Professional corporations MUST choose one of the following phrases, words or
abbreviations as part of
the
name of the business: "Professional Corporation"; "Professional Service Corporation"; "Service
Corporation"; "Professional Association"; "Chartered"; "Limited"; "P.C."; "P.S.C."; "S.C."; "P.A."; or "Ltd."
Article II – Registered Office and Agent (A Registered Office Address is Required)
A registered office address in Minnesota is required. List the complete street address or rural route and rural route box
number for the registered office address. A post office box by itself is not acceptable. If you have a registered agent, list
the full name of the agent located at the registered office address. An Agent is not required.
Article III – Shares
Corporations must be authorized to issue at least one share. State the number of shares the corporation will be authorized
to issue.
Article IV – Incorporators (Required)
Only one incorporator is required. An incorporator must be an individual 18 years of age or older. List the name and
complete address for each incorporator. A signature is required for each incorporator or by an Authorized Agent (The
signing party must indicate on the document that they are acting as the agent of the person(s) whose signature
would be required and that they have been authorized to sign on behalf of that person(s).) List the incorporators on
an additional sheet if there are more than two incorporators.
Email Address for Official Notices. This email address may be used to send annual renewal reminders and other
important notices that may require action or response. Check the box if you wish to have your email address excluded
from requests for bulk data, to the extent allowed by Minnesota law.
List a name and daytime telephone number of a person who can be contacted about this form.
Filing Fee: $155 for expedited service in-person and online filings, $135 if submitted by mail
Payable to the MN Secretary of State
Please submit all items together and mail to the address below:
FILE IN-PERSON OR MAIL TO:
Minnesota Secretary of State - Business Services
Retirement Systems of Minnesota Building
60 Empire Drive, Suite 100
St Paul, MN 55103
(Staffed 8 a.m. – 4 p.m., Monday - Friday, excluding holidays)
Phone Lines: (9 a.m. - 4 p.m., M-F) Metro Area 651-296-2803; Greater MN 1-877-551-6767
All of the information on this form is public. Minnesota law requires certain information to be provided for this type of
filing. If that information is not included, your document may be returned unfiled. This document can be made available
in alternative formats, such as large print, Braille or audio tape, by calling (651)296-2803/voice. For a TTY/TTD (deaf
and hard of hearing) communication, contact the Minnesota Relay Service at 1-800-627-3529 and ask them to place a
call to (651)296-2803. The Secretary of State's Office does not discriminate on the basis of race, creed, color, sex, sexual
orientation, national origin, age, marital status, disability, religion, reliance on public assistance or political opinions or
affiliations in employment or the provision of service.