Minnesota Foreign Qualification
Minnesota has plenty of opportunities for businesses of all types and sizes. But, if your business was created in a state other than Minnesota, it is important that you go through the process of foreign qualification in order to remain compliant and avoid any kind of fees, fines, or penalties.
What is Foreign Qualification?
Foreign qualification is the process of registering a business to operate in a state other than the one it was formed in. “Foreign” in this case refers to another state, not another country. If your business is going to have any kind of physical presence in Minnesota but was formed elsewhere, you’ll have to foreign qualify first.
Why Does A Company Need Foreign Qualification?
Why You Need To Do It – Businesses must foreign qualify in order to remain fully compliant. If you will have any physical presence within the state – whether it’s opening a storefront or just have reps working in Minnesota – you’ll have to foreign qualify.
When Should You Do It? – The sooner you start the process, the better. This keeps you from potentially facing delays that can leave you struggling to continue moving forward with your business plans. Generally, you will need to receive Minnesota foreign qualification if your company falls under any of the following criteria:
- Has a physical presence in Minnesota
- Buying a property there
- Have remote employees
- Accepts orders in Minnesota
- Owns a bank account in Minnesota
What Happens If Your Entity Does Not Foreign Qualify?
Failure to foreign qualify means that your business can’t bring forth a lawsuit of any kind within Minnesota. It also means that you’ll be held liable for all fees that you should have paid when registering. Additionally, each member and manager who played a role in transacting business in the state will be held liable for financial penalties. Finally, tax related fines, fees, and penalties may be applied as well.
Steps To Obtain Foreign Qualification
There are several steps that must be taken by any business when it sets out to obtain Minnesota foreign qualification. These include the following.
1. Obtain Certificates – Businesses that want to have a foreign qualification in Minnesota only needs to complete a Certificate of Authority to Transact Business in Minnesota. The forms are available on the Secretary of State’s website.
2. Collect And Submit Information – Provide the following information as needed.
LLC
- LLC name registered in the home state
- An alternate name if the original name is unavailable
- Name of the home state
- Name and address of the registered agent/office in Minnesota
- The principal office street address
- The street address of the LLC office in the home state
- An authorized signature
Corporation
- Corporation name registered in the home state
- An alternative corporate name if the original name is unavailable
- Name of the home state
- Name and address of the registered agent/office in Minnesota
- Verify if company is nonprofit or profit
- An authorized signature
- Contact information
3. Appoint Registered Agent – A registered agent is responsible for managing all of your foreign qualification paperwork and other legal documents from the state. Most businesses allow a third party organization like DoMyLLC to serve as their third party so they can avoid the added hassle and stress that it brings with it.
4. File The Application – Upon completion of your application, you’ll need to file it along with the filing fee. The cost for LLCs is $185 if you submit by mail, and $205 if submitted in person or online. For corporations the fee is $200 if you submit by mail, and $220 if submitted in person or online.
5. Ongoing Maintenance – Minnesota requires all businesses to complete and submit an annual report by December 31 of each year. Corporations will pay a fee of $135, while foreign LLCs can submit their form without a filing fee.
What Is the Difference Between Foreign Qualification And Incorporating?
With incorporation, an entirely new business is formed. Foreign qualification does not create a new business entity or modify the existing one. Its only purpose is to allow an existing LLC or corporation to begin operating legally in a state other than the business’ home state.
How DoMyLLC Can Assist With Streamlining The Process
Your business requires a lot from you in order to operate smoothly. We take the hard work of Minnesota foreign qualification off your shoulders entirely and let you focus on other things. We offer:
- Name availability checks
- Dedicated account managers
- Full filing and registration services
- Ongoing customer support
Instead of adding more to your workload, let us take care of things for you. Contact us today to learn more.
Minnesota Foreign Qualification FAQs
You’ll have to submit a completed Certificate of Authority to Transact Business in Minnesota.
For an LLC the cost is $185 if you file by mail. $205 if you file in person or through the online system. Corporations pay $200 if you submit by mail, and $220 if submitted in person or online.
Any business that exists in another state that wishes to conduct business in Minnesota.
An attorney isn’t required. However, businesses are still advised to talk to their legal teams first in order to ensure that they remain fully protected.
You’ll have to provide all basic business information including things like:
- Business name
- State of formation
- Current physical and mailing addresses
- Names of members and managers
- Registered agent information
If your name isn’t available you will have to register under a fictitious name in Minnesota. This will have no impact on the name you work under in other states.
Minnesota Business Resources
Minnesota Office of Secretary of State
Phone Number:
(651) 296-2803
Address:
Minnesota Secretary of State
60 Empire Drive, Suite 100
St. Paul, MN 55103