How to Amend an Minnesota Certificate of Incorporation

As you grow your Minnesota business, you may want to make a few changes. Sometimes these changes may affect the legal structure of your business, which impacts your Articles of Incorporation (AOI). That’s when you’ll need to file a Minnesota Business and Nonprofit Corporations Amendment to Articles of Incorporation. This guide will walk you through how and why you’ll need to make amendments.

What are Minnesota Articles of Incorporation?

When you form a corporation in Minnesota, you’re required to file Articles of Incorporation. These are legal documents, and although state requirements vary, most filings include the same information. Minnesota Articles of Incorporation include:

• The name of the business
• Nature or purpose of business
• The effective date of the organization
• The name and address of the registered agent
• Organization’s principal location
• Organization’s duration
• Information for directors and shareholders
• Date of effective filing
• Aa authorized representative’s signature

Articles of Incorporation are filed with the Minnesota Secretary of State (SOS). To learn more about forming your corporation and completing the Articles of Incorporation, take a look at our formation service.

Step 1: Determine whether you need to change your Minnesota AOI

When forming a corporation, Minnesota requires you to file Articles of Incorporation. This process makes your business legal and entitles you to the benefits of whatever entity type you choose, such as limited liability for the owners (shareholders). You’ll receive a corporate charter and be able to perform important business functions like acquiring a federal Employer Number (EIN), obtaining business licenses, signing contracts, and gaining funding.

As your business grows, you may need to make some changes to your Articles of Incorporation. When you change or add anything to the original document, you must inform the state in a timely manner. Because all of the information in your Articles of Incorporation is publicly available, it’s important to maintain its accuracy. You must also report any changes involving your registered agent as they are responsible for receiving service of process and other important communications. There are a variety of reasons for making changes to your Articles of Incorporation, including the fact that it’s necessary to maintain compliance.

If your Articles of Incorporation are no longer accurate, you may miss out on some important benefits. You may not be able to acquire a Minnesota Certificate of Good Standing (CGS), which is a document that proves your business is in compliance with state regulations and is allowed to do business within the state. A CGS is often required for vital business functions, such as gaining funding from investors and lenders who will want to see proof of your business’s legal status. If you want to do business in another state as a foreign entity, you’ll likely need a CGS. In other words, falling out of compliance is an easy way to limit the growth and potential of your business.

Step 2: Review requirements for your Minnesota amendment

Certain changes to your business’s structure need to be reported to the state. For any other changes, you can inform the state via your business’s Minnesota annual report. Some states offer specific forms to file small changes for a cheaper fee, but Minnesota only allows you to change your email or complete Articles of Correction for errors in the original filing. A Minnesota Amendment to Articles of Incorporation should be made for changes regarding:

• Entity name
• Entity purpose or nature
• Authorized shares
• Type/class/series of authorized shares
• Number of directors
• Any additions to the original filing
  

Step 3: Attach supporting documentation for your Minnesota amendment

When filing an Amendment to Articles of Incorporation in Minnesota, attach any supporting documentation for the changes. It’s important to be detailed and meticulous in your documentation and to provide as much supporting information as you can. Accuracy is crucial as your filing may be rejected if completed incorrectly. Filing an amendment accurately the first time will ensure that you don’t have to make repeated amendments or pay multiple charges to correct small filing errors.

Step 4: File your Minnesota amendment

Amendment filings can be made with the Minnesota Secretary of State Business and Liens Services. You can complete your filing by mail, in person, or online. Your business must be active to make an amendment. If it’s not active, you’ll need to complete a reinstatement filing and ensure that your business name is still available. Once you’ve filed, you can download a copy of the amendment for your records.

If you’d rather keep your mind on running your business, we can help you find a Minnesota registered agent and file amendments.

Conclusion

Maintaining the accuracy of your business’s information and Articles of Incorporation is vital to the long-term success of your business. Keep your business in compliance with Minnesota state regulations to ensure that you stay entitled to all legal benefits and protections. This includes your ability to get a CGS, which is necessary for a variety of business functions. Try our Worry-Free Compliance service, which includes two annual amendments, to help make sure that your business information is accurate and that you remain in good standing.