How to Start a Nonprofit in Minnesota

To start a nonprofit in Minnesota and get 501c3 status, follow these steps:

Step 1: Name Your Minnesota Nonprofit
Step 2: Choose Your Registered Agent
Step 3: Select Your Board Members & Officers
Step 4: Adopt Bylaws & Conflict of Interest Policy
Step 5: File the Articles of Incorporation
Step 6: Get an EIN
Step 7: Apply for 501c3

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Starting a 501c3 Nonprofit in Minnesota Is Easy

Minnesota is home to a large number of successful nonprofits. In fact, as of April 2023, there are 38,336 nonprofit organizations located in the state. Combined, these nonprofit companies generate an average revenue of $86 billion per year, employ 577,640 people, and own assets totaling $273 billion in value. 

The Mayo Clinic is the most well-known and recognizable nonprofit in Minnesota, but other noteworthy nonprofits in the state include Independent Community Bankers of America, Twin Cities Rise, and the American Craft Council. 

Religious organizations comprise the largest category of nonprofit organizations in Minnesota, accounting for 5,570 of the state’s 38,336 nonprofits. Educational institutions are the second-largest category with 4,314 organizations, and recreation, sports, and social clubs are the third-largest with 3,638 organizations. 

By revenue, though, it is health organizations that are the largest category, generating a combined revenue of over $54 billion per year. Educational institutions generate the second-highest revenue (over $4.9 billion per year), and foundations generate the third-highest (with just over $4.5 billion per year). 

Minneapolis is where the large majority of Minnesota nonprofits are located and is home to 21,797 organizations. Duluth is a distant second with 1,971 organizations, and Rochester comes in third with 1,723 organizations. 

If you would like to add your own nonprofit organization to this list of statistics and join what is a flourishing community of Minnesota nonprofits, check out the guide below to see the exact steps to follow and the important information that you need to know. 

To start a 501c3 tax-exempt nonprofit organization in Minnesota, you must first start a nonprofit in Minnesota according to the rules of the state and then apply for 501c3 status with the IRS.

Learn more about 501c3 eligibility in our What Is a 501c3 guide.

Want to form a nonprofit elsewhere? Check out our other How to Start a Nonprofit guides. Also, check out our best nonprofit formation services review.

Step 1: Name Your Minnesota Nonprofit

Choosing a name for your company is the first (and perhaps most important) decision that you will need to make as the owner of a new Minnesota nonprofit. Ideally, you will want to choose a name that lets potential members/donors know what the purpose of your nonprofit is. 

For more assistance naming your Minnesota nonprofit, check out our How to Name a Nonprofit in Minnesota guide.

1. Naming a Minnesota Nonprofit 

The state of Minnesota has a few requirements regarding acceptable names for nonprofit companies. For one, the name of your organization must be written using English letters and characters. Your nonprofit’s name must also be unique from the names of other Minnesota companies, and the name cannot imply that the company was not organized under the Minnesota statutes governing corporations.

To see the complete list of rules for naming a Minnesota-based organization, you can read the Minnesota Statutes.

2. Completing a State Business Name Search 

To make sure that the name you want to use is not already taken by another company in Minnesota, you can do a name search on the State of Minnesota Website.

3. Completing a Web Domain Search

After confirming that the name you’ve selected is available, it’s advisable to make sure that it is available as a web domain as well. It’s important to purchase your web domain ahead of time if you plan to create a website for your nonprofit now or in the future. 

Once you’ve chosen a name and secured a web domain for your company, you will then need to file your nonprofit company with the state. The best way to do this is to work with an experienced and reliable business formation service such as Northwest: 

Northwest ($29 + State Fees)

Step 2: Choose a Registered Agent in Minnesota

One of the requirements for every organization in Minnesota is to nominate a registered agent. Here is everything you need to know about choosing a registered agent for your Minnesota nonprofit: 

A registered agent serves as your company’s point of contact with the state and will be responsible for receiving important documents such as summons and tax documents on behalf of your company. 

You’ve got a lot of choices when it comes to choosing a registered agent for your company. In fact, anyone who is a legal resident of Minnesota is eligible to act as your company’s registered agent. This includes employees of your company as well as you as its owner. 

Business entities such as registered agent services that are authorized to conduct business in Minnesota can act as your registered agent as well. These services are a popular choice thanks to the convenience and professionalism that they provide. 

If you still need help deciding on a registered agent for your Minnesota nonprofit, read our complete guide on how to choose a registered agent for your Minnesota nonprofit.

Step 3: Select your Directors & Officers

The directors of an organization come together to form a board of directors. This board of directors is responsible for overseeing the operations of the nonprofit. 

The president, secretary, and other members of the nonprofit who have individual responsibilities and authorities are known as officers

Both Minnesota and the IRS require 501c3 nonprofits to have at least three directors to be eligible for 501c3 status. The majority of directors should not be related to each other.

Minnesota also requires that the nonprofit’s officers include:

  • A president
  • A treasurer

Officers can hold multiple titles if the bylaws allow for it.

To learn more about electing a Minnesota nonprofit board of directors, read our full guide.

Step 4: Adopt Bylaws & Conflict of Interest Policy

Before your Minnesota nonprofit is able to apply for 501c3 status, you will first need to adopt the following: 

  • Bylaws: Your company’s bylaws are a set of rules that outline the company’s operating procedures, covering considerations such as board structure, meeting guidelines, and the roles/terms of board members and officers. 
  • Conflict of Interest Policy: A conflict of interest policy contains rules that are intended to prevent directors or officers from making decisions that benefit themselves or other individual members rather than the company. 

Both your company’s bylaws and its conflict of interest policy should be adopted during the company’s first organizational meeting. This is the same meeting where you will officially appoint directors and officers. 

Step 5: File the Minnesota Articles of Incorporation

To register your nonprofit, you will need to file the Articles of Incorporation with the State of Minnesota. Since your nonprofit will file for 501c3 status with the IRS, you cannot use the articles of incorporation form listed on the Secretary of State’s website. Then you can use this template when drafting your Articles of Incorporation.

Use the template as a guideline to create your own Articles of Incorporation with the sections required by both the Minnesota Secretary of State and the IRS.

To ensure that your nonprofit is eligible to apply for 501c3, in the articles of incorporation you must explicitly state the following:

1. Purpose:

In order to qualify for 501c3 status, the organization’s purpose must explicitly be limited to one or more of the following:

Charitable, Religious, Scientific, Educational, Literary, Fostering national/international amateur sports competition, Preventing cruelty to animals/children, testing for public safety

2. Dissolution:

You must explicitly state what the assets of the organization will be used for, and what will happen to the assets if the organization is dissolved. 

To be eligible for 501c3 status, the assets of your organization must only ever be used for purposes approved under section 501c3. 

Section 5 of this sample IRS document provides an example of these provisions required for 501c3 eligibility. 

File the Articles of Incorporation

OPTION 1: File Online With the Minnesota Secretary of State

Submit Online

– OR –

OPTION 2: File by Mail or In Person

Download Form

State Filing Cost: $90 online and in person; $70 by mail

Filing Address:
Minnesota Secretary of State – Business Services
Retirement Systems of Minnesota Building
60 Empire Drive, Suite 100
St Paul, MN 55103

To learn more, read our Minnesota Articles of Incorporation guide.

Step 6: Get an EIN

The next step in the process of forming a Minnesota nonprofit is securing an Employer Identification Number (EIN) or Federal Tax Identification Number (FTIN) for your company. An EIN is a nine-digit number that will be used to identify your nonprofit company and can be thought of as a Social Security number for business entities. 

Without an EIN, your company won’t be able to file taxes, hire employees, or open a business bank account. This makes acquiring an EIN an essential step in the process of forming a nonprofit company. 

You can request an EIN free of charge from the IRS by contacting them via mail or online. For more info on how to get an EIN for your Minnesota nonprofit, check out our EIN Lookup guide. 

Step 7: Apply for 501c3 Status

Before a nonprofit can apply for 501c3 status it must, 

  1. Elect at least 3 directors not related to each other
  2. File the Articles of Incorporation with the required provisions (As covered in Step 5)
  3. Adopt the bylaws and conflict of interest policy
  4. Have an EIN number

Once these four conditions have been met your nonprofit can apply for 501c3 tax-exempt status by filing Form-1023 online. 

If your application is approved, the IRS will send you a determination letter stating that your organization is exempt from federal taxes under section 501c3. 

See if your nonprofit has 501c3 status in Minnesota. Use our Minnesota 501c3 lookup table to find all Minnesota nonprofits.

FAQ: Starting Your Nonprofit

When should an organization apply for federal tax exemption?

Form 1023 must be filed within 27 months from the end of the first month your organization was created.

How long will it take for the IRS to process Form 1023/1023-EZ?

Soon after sending your application you should receive an acknowledgment of receipt of your application. 

If your application is simple and complete, IRS will send your determination letter within 180 days for Form 1023

If you have not heard from them by that time you can call (877) 829-5500 to inquire about your application. 

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