What is a Minnesota certificate of authority?
Companies are required to register with the Minnesota Secretary of State before doing business in Minnesota. Businesses that are incorporated in another state will typically apply for a Minnesota certificate of authority. Doing so registers the business as a foreign entity and eliminates the need to incorporate a new entity.
Operating without a certificate of authority may result in penalties or fines. In addition to the state’s requirements, licensing agencies, banks, and vendors will often request a certificate of authority.
When do I need a certificate of authority?
The most common reasons for applying for a certificate of authority include:
- Opening an office or physical location within the foreign state
- Hiring an employee who resides within the state
- Before beginning a contract or a job in a new state
- A vendor or bank’s requirements
- Licensing authority requirements
How do I get a Minnesota certificate of authority?
To obtain your Minnesota Certificate of Authority, you will submit an Application for Certificate of Authority, along with required certificates or certified copies from your home state. You will need to appoint a registered agent in order for your filing to be approved. Be sure to follow the state’s instructions carefully, as they can reject a document for the smallest error.
For Foreign Corporations:
| Agency: | Minnesota Secretary of State |
| Form: | |
| Filing Method: | Mail, in-person or online. |
| Agency Fee: | $200 via mail or $220 for online or in-person filing. |
| Law: | |
| Certified Copy Requirement: | Certified copies not required. |
| Certificate of Good Standing Requirement: | Good standing certificate not required. |
For Foreign Limited Liability Companies:
| Agency: | Minnesota Secretary of State |
| Form: | |
| Filing Method: | Mail, in-person or online. |
| Agency Fee: | $185 via mail or $205 for online or in-person filing. |
| Law: | |
| Certified Copy Requirement: | Certified copies not required. |
| Certificate of Good Standing Requirement: | Good standing certificate not required. |
For Foreign Nonprofit Corporations:
| Agency: | Minnesota Secretary of State |
| Form: | |
| Filing Method: | Mail, in-person or online. |
| Agency Fee: | $50 via mail or $70 for online or in-person filing. |
| Law: | |
| Certified Copy Requirement: | Certified copies not required. |
| Certificate of Good Standing Requirement: | Good standing certificate not required. |
For Foreign Professional Corporations:
| Agency: | Minnesota Secretary of State |
| Form: | |
| Filing Method: | Mail, in-person or online. |
| Agency Fee: | $200 via mail or $220 for online or in-person filing. |
| Law: | |
| Certified Copy Requirement: | Certified copies not required. |
| Certificate of Good Standing Requirement: | Good standing certificate not required. |
For Foreign Limited Partnerships:
| Agency: | Minnesota Secretary of State |
| Form: | Foreign Limited Partnership Certificate of Authority Application |
| Filing Method: | Mail, in-person or online. |
| Agency Fee: | $100 by mail or $120 for online or expedited filing. |
| Law: | |
| Certified Copy Requirement: | Certified copies not required. |
| Certificate of Good Standing Requirement: | Good standing certificate not required. |
For Foreign Limited Liability Partnerships:
| Agency: | Minnesota Secretary of State |
| Form: | |
| Filing Method: | Mail, in-person or online. |
| Agency Fee: | $135 by mail or $155 for online or expedited filing. |
| Law: | |
| Certified Copy Requirement: | Certified copies not required. |
| Certificate of Good Standing Requirement: | Good standing certificate not required. |
What do I need from my home state?
Minnesota does not require a certificate of good standing or certified copies for this filing.
What is a registered agent?
A registered agent receives service of process and government notices on behalf of your business. When you prepare your Minnesota Certificate of Authority application, you must list a registered agent with a physical address within the state (P.O. Boxes are not allowed).
Many businesses do not have an individual or physical address in a new state. Listing our local registered agent address on your certificate of authority application meets the state’s requirements. Additionally, you get same day document scanning from our local office in all 50 states and DC. Our registered agent service is a flat rate of $99 per year, and you can easily add our service to any certificate of authority order.
What is the contact information for the state?
Minnesota Secretary of StatePhysical Address:
First National Bank Building, 332 Minnesota Street, Suite N201
Saint Paul, MN 55101
Phone: Metro Area (651) 296-2803 Greater MN 1-877-551-6767
Fax: (651) 297-7067
Website: https://www.sos.state.mn.us/
Name Search: http://mblsportal.sos.state.mn.us/
Forms: https://www.sos.state.mn.us/business-liens/business-forms-fees/
Online Filing: https://mblsportal.sos.state.mn.us/
Email: business.services@state.mn.us
