The Minnesota certificate of authority for an outside corporation

Section 303.08 has the Secretary of State file the application and the certificate of existence, then issue and record a certificate of authority. The certificate states the corporation's name, its home state or country, and that it is authorized to transact business in Minnesota. We find out whether a certificate of existence is wanted as we prepare the filing.

A business corporation renews every year, beginning the calendar year after its certificate is issued. The Secretary of State is allowed to mail a reminder stating that a missed renewal leads to administrative dissolution or revocation. The renewal gives the section 5.34 items, among them the name and address of the officer performing the chief executive's functions. A nonprofit formed elsewhere has no duty to renew.

Section 303.20 shuts the Minnesota courts to a corporation operating here with no certificate, for itself and for anyone who takes over its claims. Contracts stay valid and a defense is allowed. The state may also collect up to $1,000, with up to $100 added for each month or part of one, through an attorney general suit in whichever county the corporation has operated, holds property or maintains an office. A deal that starts and finishes inside 30 days, outside any ongoing pattern, is not transacting business, so it alone does not start these consequences.

A business corporation's amendment is $50 on paper and $70 online, and changing the agent or office costs $50 and $70. Resigning an agent is $50 by mail only. Withdrawal is $50 on paper and $70 online, signed by the president, a vice-president, the secretary or an assistant secretary, or a receiver or trustee. Any other instrument the chapter permits costs $50.

A corporation choosing between mail and online weighs $200 against $220. The $20 difference buys the expedited handling that the schedule describes, with filed documents delivered by email. Mail is the lower price, and online buys expedited handling.