Minnesota Corporation Foreign Qualification

What is a Minnesota Foreign Corporation?

A foreign Minnesota Corporation is an INC originally formed in another state that registers to do business in Minnesota. The process of registering a foreign Corporation in Minnesota is called foreign qualification. Foreign qualification is used to register a foreign company so that it may transact business in the state of Minnesota. There are a few requirements when filing an application for registration in Minnesota.

 

How to Register A Foreign Corporation in Minnesota

Foreign Corporation Requirements

  1. Corporation Name
  2. Home Jurisdiction
  3. Registered Agent
  4. Contact
  5. Business Snapshot

Corporation Name

The name of the Foreign Corporation will be the same name used where original incorporation occurred. If the name is not available for use in Minnesota, an alternative corporate name may be used for filing the Certificate of Authority to Transact Business in Minnesota.

Home Jurisdiction

List the state outside of Minnesota or the country where the Corporation was originally formed for business.

Registered Agent

A Minnesota Registered Agent’s name and address, not a PO Box, is a requirement for the filing. A Registered Agent in MN will accept any process of service or state notice for the Foreign Corporation in Minnesota.

Contact

List an email, phone and name for a contact with the Office of the Minnesota Secretary of State.

Business Snapshot

There a voluntary questionnaire about your business on the official application. The questions ask about how many Minnesota employees will the entity have, is the owner a member of a minority group, type of business, full time or part time business and gross revenues.

 

How to File a Minnesota Foreign Corporation Qualification Document

Steps to Minnesota Corporation Foreign Qualification:

Select a Name for Doing Business in Minnesota. Before you register a foreign corporation in Minnesota, you will need to select a name to use within the state. This can be your company’s legal name, but only if the name is not already registered to another business entity.Your corporate name must also adhere to the laws of the State of Minnesota. If it violates the provisions of Chapter 302A of the Minnesota Statutes, then the name will not be accepted.

You may register an alternate name to use in the state if necessary.

Submit a Certificate of Authority. To qualify a foreign corporation, you must submit a Certificate of Authority to Transact Business in Minnesota to the Secretary of State. There is a $220 filing fee ($200 if mailed) associated with this document. It can be filed by mail, in person, or online.Accompanying your Certificate of Authority, you must include a Certificate of Good Standing from your home state.

On your Certificate of Authority, you must designate a Minnesota registered agent, either an individual or entity appointed to accept service of process on behalf of your corporation within the state.

Await Approval of the Secretary of State. Processing time in Minnesota can take between one and two weeks. If you deliver the filing in-person or submit the filing online, it is considered automatically expedited (and charged a higher fee). These filings are generally processed immediately.

 

Minnesota Foreign Corporation Registration Quick Facts

 

Do I Have to Include a Certificate of Good Standing From My Home State?

Yes. Oddly, Minnesota’s Certificate of Authority application and instruction forms say nothing about including a Certificate of Good Standing. However, the Secretary of State requires you to send one. Without a Certificate of Good Standing, your filing will be rejected.

 

Does My Alternate Name Need a Corporate Designator?

Yes. If you are registering an Alternate Name to do business under in the State of Minnesota, you must include a corporate designator, such as Incorporated or Inc. The only exception to this rule is for a foreign corporation engaged in business of banking.

 

How Do I Reinstate My Certificate of Authority After It’s’ Been Revoked?

If your Certificate of Authority was revoked by the Secretary of State, you can reinstate your authority to do business by filing your Annual Renewal and paying a $500 fee to the Commissioner of Management and Budget. After the filing is made and the fee paid, the Secretary of State will issue a Certificate of Reinstatement.

If any information from your original application has been changed after revocation, you must also file an Amended Certificate of Authority with your updated information. The fee for filing an Amendment is $50 by mail and $70 if filed in-person or online.

 

Minnesota Annual Renewal

After you register a foreign corporation in Minnesota, you will be required to submit an Annual Renewal each year by December 31. The Annual Renewal can be submitted online. There is no filing fee.

 

Why Hire Corporate Filing Solutions to Form Your Minnesota Foreign Corporation?

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