A Minnesota certificate of authority for each kind of entity

A corporation applies under chapter 303 and supplies six pieces of information: its name and home state, a substitute Minnesota name if one is needed, the intended registered office and agent, an irrevocable consent to service under section 5.25, assurance that the board authorized the officers who sign, and assurance that it complied with its home organization law. The filing is $200 by mail or $220 online, and the corporation renews annually. The corporation application page has the detail.

Chapter 321 has the foreign limited partnership apply for a certificate of authority stating seven things, among them each general partner's name and address and whether it counts as an LLLP. The fee is $100 by mail or $120 online. The yearly renewal carries no fee. Because the Secretary of State's change-of-agent form excludes limited partnerships, an agent change is drafted as an amendment.

Whatever the entity, a Minnesota registered agent is needed. A Minnesota resident can serve, so can a Minnesota-formed company, and so can an outside company with permission to operate in the state; the agent staffs an office at the registered address. An entity may not appoint itself. Read the agent page before choosing, since replacing an agent costs a filing fee.

On the LLC form the signature comes from the person whose signature is required, or from an authorized representative who states that role, and the signer takes on perjury penalties as though the form had been sworn. A corporation's application is signed by the president, a vice-president, the secretary or an assistant secretary. In each case the signer is vouching for the home-state compliance statement, so the home record should be current before signing.

In Saint Paul, counter filings need an appointment and are completed during the visit. Online filings for eligible documents are expedited and typically take 2 to 5 business days, and mailed filings are handled first come, first served. Payment is made to the Minnesota Secretary of State. Anything sent by post goes to Minnesota Secretary of State, Business Services, First National Bank Building, 332 Minnesota Street, Suite N201, Saint Paul, MN 55101.

A new name or a change to something stated in the application goes on an amendment. A new agent or office goes on the Notice of Change of Registered Office/Registered Agent for entities that can use it. For an LLC both cost $35 by mail, while a corporation pays $50 for either. The renewal form for LLCs adds a wrinkle: a new name or agent must come on a separate form filed along with the renewal, though the principal executive office and manager can change on the renewal alone.

An entity that is finished in Minnesota surrenders the certificate through an application for withdrawal. The LLC version costs $35 by mail and the corporation version $50; a limited partnership files a cancellation instead. A home-state certificate of dissolution filed in Minnesota can serve as the application for an LLC or corporation. See the withdrawal page.

Each route has its own traps. An LLC filer can slip by putting a PO box in the registered office or principal place of business line. A corporation filer can have the wrong officer sign or overlook the yearly renewal. A nonprofit may assume it must renew when it need not. A limited partnership application can leave out a general partner's address. An LLP can forget that its renewal carries a fee. Every type can lose track of the agent, the one slip that ends in revocation however small the entity.

An LLC needs its exact home name, its home jurisdiction, a street address for the principal place of business and, if home law requires one, the home office address. A corporation needs the same facts plus confirmation that its board authorized the signers and the name of an officer who can sign. A limited partnership adds each general partner's name and address, and says whether it is an LLLP. A limited liability partnership gives its chief executive office, any Minnesota office or an agent, and its home jurisdiction. A nonprofit follows the corporation list.

An Iowa LLC that opens a bakery in Winona completes the foreign LLC form, names a Winona firm as agent, and files online for $205. A Texas corporation that opens a distribution center in Plymouth applies under chapter 303 with an officer's signature, pays $220 online, and then renews each calendar year. A Wisconsin nonprofit that runs a training program in Saint Cloud pays $70 online and never renews. A North Dakota limited partnership that holds rental buildings in Moorhead lists each general partner, pays $120 online, and renews at no fee.

By the end of the process the entity should hold the filed application, the certificate of authority or its image, the registered agent's written agreement, proof of payment, and a note of its renewal rule and date. If the entity is a professional organization, the chapter 319B statement belongs in the same folder. Having these together answers most later questions from banks, landlords and licensing boards.

$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.