HOW TO FORM YOUR BUSINESS.

Last week we discussed considerations for what state to form your business in.  Entrepreneurs most also decide what type of business to form.  This post focuses on how to form your business.

To legally incorporate under the Model Act, applicable to Minnesota corporations, an incorporator must sign and file the corporation’s Articles of Incorporation with the Secretary of State’s office.  The Articles of Incorporation serve as the guiding rules governing the corporation and should be drafted to ensure that the needs of the corporation are considered.  The Articles of Incorporation are required to include, at a minimum, the following:

  • the name of the corporation, which must contain the word corporation, company, incorporated, or limited or end with an abbreviation of one of them;
  • the number of shares of stock the corporation is authorized to issue;
  • the street address of the corporation’s registered office;
  • the name and address of the registered agent within the state of incorporation; and
  •  the name and address of each incorporator.

The Articles of Incorporation are then filed with the Secretary of State thereby legally beginning the corporation’s corporate existence.  The Secretary of State shall then issue a Certificate of Incorporation to the corporation memorializing its formation.

An LLC is similarly formed by filing Articles of Organization with the Secretary of State and paying the appropriate filing fee.  Any person, whether or not a member or manager, may form the LLC.  The LLC does not legally exist until the Articles of Organization are filed and the LLC has at least one member.

The requirements for the Articles of Organization are minimal and as follows:

  • the name of the LLC, which must contain one of the following: “limited company”, “limited liability company”, “LC”, “LLC”, “L.C.”, or “L.L.C.”
  • the address and name of the registered agent; and
  • if the LLC will have no members when the Secretary of State files the Articles of Organization, a statement to that effect.

The filing of the Articles of Incorporation and Articles of Organization have been made relatively simple and straightforward, but it remains vitally important to give due consideration to the internal governing documents setting forth how your business will be managed which we will discuss next week.

The material contained herein is provided for informational purposes only and is not legal advice, nor is it a substitute for obtaining legal advice from an attorney. Each situation is unique, and you should not act or rely on any information contained herein without seeking the advice of an experienced attorney. All information contained in links are the property of the linked site.