Foreign qualification is the process by which a business entity that was formed in a different state seeks permission to operate in Minnesota. This involves registering with the Secretary of State in Minnesota and complying with the state's regulations and requirements for conducting business within its jurisdiction.
There are 2 different ways to foreign qualify in Minnesota depending on your legal entity type and tax classification. Follow the guide below to help you register with the Secretary of State in Minnesota or use Mosey to do it.
Use Mosey to register with the Secretary of State in Minnesota.
Avoid the hassle of doing it yourself and use Mosey to automate foreign qualification, annual reports, and registered agent service.
Minnesota Foreign Registration for C Corporation
A foreign corporation must file a Certificate of Authority to Transact Business in Minnesota before it transacts business in the state. In lieu of defining what constitutes as "doing business," the Office of the Secretary of State does provide a list of activities that are exceptions.
-
Establish a Registered Agent
You must have a registered agent in Minnesota designated to accept service of process. Your resident agent must have a Minnesota street address. It can be any Minnesota resident or a corporation qualified to do business in Minnesota.
-
Create an Online Account
Create an online account with the Office of the Minnesota Secretary of State.
-
File your Certificate of Authority to Transact Business in Minnesota
Submit the Certificate of Authority to Transact Business in Minnesota by using the Secretary of State’s online portal, or by mail.
Minnesota Foreign Qualification for LLC
Foreign limited liability companies "transacting business" in Minnesota must register with the Office of the Minnesota Secretary of State. Minnesota, like most states, provides a list of activities not considered "transacting business."
-
Establish a Registered Agent
You must continuously maintain a registered agent with a street address in Minnesota designated to accept service of process. Your agent can be an individual who resides in Minnesota or a domestic or foreign business authorized to "transact business" in Minnesota.
-
Create an Online Account
Sign up for an online account with the Minnesota Office of the Secretary of State. After creating an Online Account, you will receive a link within 24 hours to confirm your email address before logging into the site.
-
Complete a Certificate of Authority
Complete the fillable Certificate of Authority form and save it as a PDF.
-
Submit Certificate of Authority
Log into your Online Account to submit your completed PDF Certificate of Authority form.
What else do I need to know?
Once you are registered with the Secretary of State, you may have additional requirements to maintain your "good standing" in the state. Failing to do so can result in fines, back taxes, and forfeiting certain priveleges within the state.
Maintaining a Registered Agent
Most states require that you have a registered agent that can receive important mail from the Secretary of State should they need to contact you. There are many commercial options available or you can use Mosey to be your registered agent and keep your information private in Minnesota.
Annual Reports and Taxes
In addition to maintaining a registered agent, most states require you to file a report annually. Registration can also trigger state taxes such as a franchise tax or income tax. You can use Mosey to identify these additional requirements to maintain good standing in Minnesota.
