When a corporation is formed, it becomes a legal entity that is separate from the owners or shareholders. The corporation can only act, however, through the individuals who are the incorporators, officers, directors, or shareholders. As part of the process of organizing the corporation, those individuals address a number of organizational matters, such as planning the capitalization, choosing the state of incorporation, selecting and reserving the corporate name, and drafting articles of incorporation and bylaws. Once the corporation is formed, those individuals will need to start up and operate the corporation. Specific guidance may be obtained from the firm’s legal and tax advisors. In general, start-up and maintenance tasks include:
- Obtaining federal and state tax identification numbers and an unemployment insurance employer account number for the corporation.
- Issuing shares of stock in conformity with the articles of incorporation; note also that federal and state securities laws apply to the issuance of corporate shares. Corporate shares may be represented by share certificates or may be “uncertificated.” Uncertificated shares do not have certificates but are still reflected on the records of the corporation. As stated elsewhere in this Guide, these laws are complex, and the advice of knowledgeable professionals should be obtained before attempting to issue corporate securities.
- Setting up and maintaining corporate books and records, including books of account, shareholder records, and corporate minute books.
- Calling and conducting the initial meeting of the board of directors or shareholders in conformity with the articles of incorporation and applicable laws.
- Assuring that all actions taken and decisions made by the corporation through its directors, officers and shareholders conform with the articles of incorporation, bylaws, and applicable law. All actions and decisions should be recorded in the corporation’s minute book.
Minnesota corporations must file an annual corporate registration with the Secretary of State which will provide corporations with a reminder-to-file notice. Failure to file an annual registration for any calendar year will trigger an administrative dissolution of the corporation.
Business Activities Report
Every corporation that does business in Minnesota must annually file with the Department of Revenue a business activities report. Corporations are exempt from this requirement if they:
- File a Minnesota corporate income tax return on time;
- Possess a certificate of authority to do business in Minnesota;
- Are a tax-exempt corporation;
- Are engaged solely in secondary market activity in Minnesota; or
- Are financial institutions that annually conduct business with fewer than 20 persons, and have total assets and deposits of less than $5 million.
A corporation that is required to file a business activities report and fails to do so is prohibited from prosecuting any cause of action upon which it may bring suit under Minnesota law. In addition, those corporations generally are barred from using Minnesota courts for contracts executed and causes of action arising during the violation period. The Commissioner of Revenue may disclose to litigants whether a business activities report has been filed by a party to a lawsuit.
Copies of Form M-4R, the Business Activities Report, may be obtained from the Minnesota Department of Revenue, Forms Distribution Office.
CREDITS: This is an excerpt 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.
This post is also part of a series of posts on forming a business in Minnesota.