How to File Nonprofit Articles of Incorporation in Minnesota

Starting a 501(c)(3) nonprofit in Minnesota is easy — and the first task is filing your Articles of Incorporation. This guide will walk you through the nine steps required to file the Articles of Incorporation to officially start a nonprofit in Minnesota.

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Getting Started

To start a domestic nonprofit corporation in Minnesota, you can either fill out the Minnesota Nonprofit Corporation Articles of Incorporation form or, if you plan to file for 501(c)(3) status, draft your own formation document using this template. This guide covers each step you must take to draft a 501(c)(3)-friendly formation document successfully and get on the right track to forming a Minnesota nonprofit.

Step 1: List Your Nonprofit’s Name
Step 2: Choose a Registered Office and Registered Agent
Step 3: Describe Your Nonprofit’s Purpose
Step 4: Confirm Compliance With Exemption Requirements
Step 5: Confirm Any Members and Name Your Initial Board of Directors
Step 6: Include a Statement Referring to Personal Liability
Step 7: Disclose Your Nonprofit’s Duration and Asset Distribution Upon Dissolution
Step 8: List Your Incorporator Information
Step 9: File Formation Documents

(Check out our other guides for a look at how to start a nonprofit organization or how to file articles of incorporation in other states.)

Step 1: List Your Nonprofit’s Name

The first step to drafting your Minnesota Articles of Incorporation is to list your nonprofit corporation’s name. If you haven’t gone through the process of establishing a name for your organization, here are the requirements for naming a nonprofit in Minnesota:

  • Your nonprofit’s name must be distinguishable from any other name on record within the state of Minnesota, including any reserved names.
  • Your nonprofit’s name must be written using English letters or characters.
  • Your nonprofit’s name can’t imply the organization wasn’t formed under the Minnesota Statutes governing corporations.

Recommended: For a step-by-step guide to naming your nonprofit corporation in Minnesota, read our guide on How to Name a Nonprofit in Minnesota.

Search the Availability of Your Name

After selecting potential names — ideally, at least four or five — it’s important to search for their availability in your state. You can do this by conducting the four recommended searches outlined below, or use our 501(c)(3) Lookup Table.

Minnesota Business Entity Search
To operate in Minnesota, a nonprofit corporation must have a unique name. You can easily check if your chosen name is available by performing a search using the Minnesota Business Entity Search tool.

Domain Name Search
We strongly recommend that you also check to see if your business name is available as a web domain (URL). Even if you don’t plan to create a business website today, you may want to buy the web address to prevent others from acquiring that domain name. It’s a free search.

Federal Trademark Search
You can easily check if someone already trademarked your chosen nonprofit name by using the federal Trademark Electronic Search System. This is important even if you don’t plan to form your nonprofit right away.

Once you confirm that no one else already trademarked your chosen name, you can apply for a trademark for your nonprofit.

Web and Social Media Search
A strong social media presence will play a key role in expanding your reach to potential donors as well as clients that will use your services. That makes it important to search the web and popular social media platforms for your desired name before registering it to ensure it’s available on all the platforms where you plan to promote your organization.

Step 2: Choose a Registered Office and Registered Agent

While you aren’t required to have a registered agent to file the Articles of Incorporation in Minnesota, you must provide an address for your nonprofit’s registered office.

When listing your registered office address, follow these guidelines:

  • Provide the street address of your registered office, which can’t be a P.O. Box. If you haven’t yet determined a permanent office address for your nonprofit corporation, you may use your founder’s or board president’s address.
  • If applicable, provide the name of your registered agent.

Recommended: Using an affordable registered agent service offers many benefits. For more information on choosing a registered agent service, read our full guide.

Step 3: Describe Your Nonprofit’s Purpose

In article three, describe the purpose of forming your nonprofit corporation. In addition to that purpose, this section also must include the following statement:

“This corporation is organized exclusively for charitable, religious and educational purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.”

Importantly, your nonprofit corporation’s purpose must include one or more of the following characteristics for it to be eligible for 501(c)(3) status:

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

Step 4: Confirm Compliance With Exemption Requirements

In article four, confirm that your nonprofit corporation complies with all exemption requirements set forth by the Internal Revenue Service (IRS). You can do this by including this required language in this section:

“At all times the following shall operate as conditions restricting the operations and activities of the corporation:

1. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in the purpose clause hereof.

2. No substantial part of the activities of the corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

3. Notwithstanding any other provisions of this document, the corporation shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future tax code, or by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future tax code.”

Step 5: Confirm Any Members and Name Your Initial Board of Directors

Confirm whether or not your nonprofit corporation will have voting members. If your organization won’t have voting members, you need only state that it won’t have members.

In addition to this, you must name at least three directors who will serve on your initial board of directors to complete this formation document and qualify for 501(c)(3) status.

When listing your nonprofit’s initial board of directors, follow these requirements:

  • Don’t include any prefixes, such as “Mr.” or “Ms.”
  • If applicable, use titles of lineage.
  • If applicable, use designations like “M.D.” or “Ph.D.”
  • Include a mailing address for each director.

For a complete guide to forming your nonprofit’s board of directors, read our How to Develop a Board of Directors for a Nonprofit in Minnesota article.

Step 6: Include a Statement Referring to Personal Liability

Include the below statement in article six, which will alleviate your directors of personal liability as long as they run the organization in a legal, reasonable manner.

“No member, officer or director of this corporation shall be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of the members, officers or directors be subject to the payment of the debts or obligations of this corporation.”

Step 7: Disclose Your Nonprofit’s Duration and Distribution of Assets Upon Dissolution

Most incorporators form their nonprofit corporations as perpetual organizations without an end date in mind. If your organization does have a specific end date, you should list that in article seven.

In this section, you also must disclose how your nonprofit’s assets will be distributed upon its dissolution. Distribution of assets upon dissolution must be for approved, tax-exempt purposes only. For more information about the requirements of dissolution and 501(c)(3) status, refer to the sixth section of the IRS’ suggested language for corporations and associations.

Step 8: List Your Incorporator Information

An incorporator is any person who participates in the completion and submission of the Articles of Incorporation. Only one incorporator must sign this formation document and provide their name and address in article eight.

Step 9: File Formation Documents

There are three ways to file your Articles of Incorporation in Minnesota: online, by mail, or in person.

File the Minnesota Articles of Incorporation

OPTION 1: File Online With the Minnesota Secretary of State

File Online

– OR –

OPTION 2: File by Mail or in Person

Download Form

Fee: $70 by mail, $90 online or in person

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

Office Address:
Retirement Systems of Minnesota Building
60 Empire Dr., Suite 100
St Paul, MN 55103

Note: To file online with the Secretary of State, you will need to create an account

Frequently Asked Questions

How do I start a 501(c)(3) in Minnesota?

To start a 501(c)(3) organization in Minnesota, you must draft your own Articles of Incorporation with the Minnesota Secretary of State following these IRS guidelines.

Once the state of Minnesota processes your formation documents, you may then complete the application process for 501(c)(3) status with the IRS.

Do nonprofits pay property taxes in Minnesota?

Certain properties are exempt from property taxes per Minnesota Law. This includes properties owned and used for a public purpose, education, or a religious or charitable ministry.

How do I find nonprofits in Minnesota?

Use our handy Minnesota 501(c)(3) Lookup Table to find nonprofits in Minnesota. You can use this tool to see if your preferred nonprofit name is in use or not.

Minnesota Nonprofit Quick Links

IRS: Information for Charities and Nonprofits
IRS: Charity – Required Provisions for Organizing Documents
IRS: Form 990 Series for Tax-Exempt Organizations
IRS: Applying for Tax-Exempt Status
IRS: 501(c)(3) Compliance Guide
US Small Business Administration: Apply for Licenses and Permits
Minnesota Statutes: Nonprofit Corporations
Minnesota Secretary of State: Online Business Portal
Minnesota Secretary of State: Start a Business Information
Minnesota Department of Revenue: Application for Business Registration
Minnesota Department of Revenue: Nonprofit Organizations Industry Guide
Minnesota Business License Portal
Minnesota Gambling Control Board
Minnesota Attorney General: Charitable Organization Registration
Minnesota Unemployment Insurance
Minnesota New Hire Reporting Center
Minnesota 501(c)(3) Lookup Table 

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