Foreign Corporation, Nonprofit or Cooperative Forms

The following Foreign Corporation forms for business, nonprofit & cooperatives, are available in pdf:

In order to transact business in Minnesota as a foreign corporation, foreign Nonprofit Corporation, or Foreign Cooperative, a Certificate of Authority(below) is required. If a foreign corporation or foreign cooperative whose certificate of authority has been revoked for failure to file the annual renewal, may reinstate it's Certificate of Authority by completing the current year's annual renewal and pay the applicable fee.  A registered office address in Minnesota and a Registered Agent is required. For further information, please check Statutes 303.

NOTE:  If forming a Foreign Corporation that will be a "Professional Corporation" also governed under Chapter 319B, additional language is required in your certificate of authority.

Types of Professional Corporations: See List

Certificate of Authority to Transact Business in MN.pdf

Use this form to change the registered office address and/or change a registered agent. A registered office address in Minnesota and a Registered Agent is required. A post office box by itself is not acceptable. If designating a registered agent, it must be a person residing in Minnesota, a Minnesota entity, or foreign entity authorized to do business in this state.

Change of Registered Office/Agent.pdf

Use this form to file your annual renewal once every calendar year. An entity that has been dissolved by our office for failure to file an annual renewal, may retroactively reinstate its existence by filings the current year’s renewal and pay the applicable fee. If changes to the business name or registered office and/or agent, an amendment form is required.

Note: Foreign Nonprofit Corporations are not required to file an annual renewal.   

Annual Renewal (Foreign Corp).pdf

Use this form when you are changing the corporate name, if an alternate name is required due to the corporate name is unavailable in Minnesota or if an appropriate entity designation is not provided. For further information, please see Minnesota Statutes Chapter 303

Name Change Amendment (Foreign Corp).pdf

Use this form to change only the alternate name. An alternative name is permissible even if the home name is available.

Resolution to Adopt an Alternate Name in MN.pdf

The merger must have been filed and recorded in the corporation’s home jurisdiction prior to being filed with our office. Each qualified foreign entity merging, we require a separate Merger filing form.

Merger (Foreign Corp).pdf

Use this form if the foreign corporation has ceased to transact business in Minnesota. Name and address of the individual or company is required to forward any Service of Process served upon the Secretary of State in Minnesota. For further information or requirements, please see Minnesota Statutes 303.

Withdrawal from Minnesota (Foreign Corp).pdf

Use this form if the foreign corporation has dissolved in the state of formation. By filing this form, the corporation certifies that the dissolution has been filed and recorded in the corporation’s home jurisdiction.

Dissolution (Foreign Corp).pdf

A consent form is required if there is a conflict between the business name you are filing and an existing business name. The existing business needs to consent to your use of the name. A consent form needs to be submitted along with the original filing or amendment you wish to record.

Consent to Use of Name.pdf

Use this form to change the official email address that was provided in your filing. This email address may be used to send annual renewal reminders and other important notices that may require action or responses.

Change of Official Email Address.pdf

See Minnesota Statutes, Chapter 303 for Foreign Corporation, Nonprofit and Cooperative filing information. Note: Chapter 303.03 provides additional information regarding when re-registration is required with this office.