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The first step in forming a 501(c)(3) charity in Minnesota is to file your Articles of Incorporation. This article will help you through the nine procedures necessary to submit the Articles of Incorporation in Minnesota and formally create a nonprofit.

Starting Over

To organise a domestic nonprofit corporation in Minnesota, use the Minnesota Nonprofit Corporation Articles of Incorporation form or, if you intend to apply for 501(c)(3) status, prepare your own formation document using this template. This tutorial covers every step you need to follow to effectively design a 501(c)(3)-friendly formation document and get started on the path to founding a Minnesota charity.

Step 1: Enter the Name of Your Nonprofit

Step 2: Select a Registered Office and Registered Agent
Step 3: Describe the Purpose of Your Nonprofit

Step 4: Confirm Compliance With Exemption Requirements
Step 5: Confirm any new members and name your first board of directors.
Step 6 Include a Statement Regarding Personal Liability
Step 7: Specify the duration of your nonprofit and the distribution of assets upon dissolution

Step 8: Provide your incorporator information.

Step 9: Documents for Formation


Step 1: List the Name of Your Nonprofit

The first step in creating your Minnesota Articles of Incorporation is to include the name of your nonprofit company. If you haven’t yet decided on a name for your organisation, these are the prerequisites for naming a nonprofit in Minnesota:

The name of your organisation must be distinct from any other name on record in the state of Minnesota, including any reserved names.
The name of your NGO must be written in English letters or characters.
The name of your nonprofit cannot indicate that it was not founded in accordance with Minnesota Statutes regulating corporations.

Look for the Availability of Your Name
Following the selection of prospective names — preferably, at least four or five — it’s essential to check their availability in your state. You may do this by completing the four suggested searches listed below.

Minnesota Corporation Lookup
A nonprofit company must have a distinct name in order to exist in Minnesota. You may simply verify whether your desired name is available by utilising the Minnesota Business Entity Search tool.

Domain Name Lookup
We highly advise you to additionally check to see whether your company name is accessible as a web domain (URL). Even if you don’t intend to construct a company website right away, you should purchase the domain name to prevent others from gaining it. It’s a completely free search.

Federal Trademark Search
Using the federal Trademark Electronic Search System, you may quickly see whether your preferred charity name has already been trademarked. Even if you do not intend to create your charity right immediately, this is essential.

You may register for a trademark for your organisation after you have confirmed that no one else has previously trademarked your selected name.

Search the Web and Social Media
A good social media presence can help you reach out to prospective funders as well as customers who will employ your services. As a result, before registering your preferred name, check the web and prominent social media platforms for it to confirm it is accessible on all platforms where you want to advertise your group.

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Step 2: Select a Registered Office and an Agent.

While a registered agent is not necessary in Minnesota to submit the Articles of Incorporation, you must give an address for your nonprofit’s registered office.

Follow these standards when stating your registered office address:

Provide your registered office’s street address, which cannot be a P.O. Box. If you haven’t yet decided on a permanent office address for your nonprofit company, you may use the address of your founder or board president.
Provide the name of your registered agent, if applicable.

Step 3: Describe the Purpose of Your Nonprofit

Describe the goal of founding your nonprofit company in article three. This part must additionally contain the following statement in addition to that purpose:

“This corporation is organised solely for charitable, religious, and educational purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including distributions to organisations that qualify as exempt organisations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.”

To be qualified for 501(c)(3) status, your nonprofit corporation’s mission must incorporate one or more of the following characteristics:

Public safety testing
promoting amateur sports competition on a national and worldwide scale
Preventing animal/child cruelty

Step 4: Confirm Exemption Requirements Compliance

In article four, ensure that your nonprofit company meets all of the Internal Revenue Service’s exemption standards (IRS). You may do this by inserting the following needed wording in this section:

“At all times, the following shall function as conditions regulating the corporation’s operations and activities:

1. No part of the corporation’s net earnings shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private individuals, except that the corporation shall be authorised and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose stated in the purpose clause hereof.

2. No substantial part of the corporation’s activities shall consist of carrying on propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the corporation shall not participate in, or intervene in, any political campaign on behalf of, or in opposition to, any candidate for public office (including by publication or distribution of statements).

3. Notwithstanding any other provisions of this document, the corporation shall not engage in any other activities that are not permitted to be conducted by an organisation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future tax code, or by an organisation whose contributions are deductible under Section 170(c)(2) of the Internal Revenue Code or corresponding section of any future tax code.”

Step 5: Confirm any new members and name your first board of directors.

Confirm whether or not voting members will be included in your nonprofit company. If your organisation will not have voting members, just declare that it will not have members.

In addition, to finish this formation paperwork and qualify for 501(c)(3) status, you must designate at least three directors who will serve on your inaugural board of directors.

Follow these guidelines while creating your nonprofit’s inaugural board of directors:

Prefixes such as “Mr.” or “Ms.” should be avoided.
Use lineage titles if relevant.
If appropriate, use titles such as “M.D.” or “Ph.D.”
Include each director’s postal address.

Step 6: Add a Statement Concerning Personal Liability

Include the following language in article six, which will relieve your directors of personal accountability as long as the organisation is operated legally and reasonably.

“No member, officer, or director of this corporation will be personally responsible for any of this corporation’s debts or obligations of any kind, nor shall any of the members’, officers’, or directors’ property be subject to payment of this company’s debts or obligations.”

Step 7: Describe the duration of your nonprofit and the distribution of assets upon dissolution.

Most nonprofit companies are formed as eternal entities with no expiration date in mind. If your organisation has a particular termination date, include it in article seven.

You must also state how your nonprofit’s assets will be allocated if it is dissolved in this section. Dissolution assets must only be distributed for authorised, tax-exempt uses. Refer to the sixth section of the IRS’ proposed wording for corporations and organisations for further information on the requirements of dissolution and 501(c)(3) status.

Step 8: List Your Incorporator Details

Any individual who takes part in the completion and filing of the Articles of Incorporation is considered an incorporator. In article eight, just one incorporator must sign this formation paper and state their name and address.

Step 9: Documents for Formation

In Minnesota, you may submit your Articles of Incorporation online, via mail, or in person.

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