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Step-by-step guide · checked against state sources
How to start a nonprofit in Minnesota
Updated September 2026
Minnesota's annual renewal costs nothing and will dissolve your corporation without further notice if you skip it. That one sentence is half of what you need to know. Checked against state sources.
File articles under Chapter 317A with the Secretary of State: $70 by mail, $90 online or in person (the $90 tier is the expedited service). Register with the AG's Charities Division once you raise over $25,000, use paid staff, or hire a fundraiser ($25). The SOS annual renewal is free, due December 31, and fatal to skip.
How to start a nonprofit in Minnesota, step by step
Name your Minnesota nonprofit
A reservation is $35 by mail or $55 online. No corporate ending is required; the statute says so explicitly.
Choose your first board of directors
Plan on at least three people who are not related to each other. Some states allow fewer on paper, but three unrelated directors is what the IRS application works best with, and what funders expect. Pick people who will actually show up.
File your Articles of Incorporation (Chapter 317A)
File with the Secretary of State: $70 by mail, or $90 online or in person, and the $90 tier is Minnesota's expedite, processed faster by design. Most founders pay the $20 difference.
Name your registered office
Minnesota is unusual: a registered office with a physical Minnesota street address is required, but naming an agent is optional. A post office box alone does not qualify as the office.
Adopt bylaws and hold your first board meeting
Bylaws are your internal rulebook: how directors are chosen, how votes work, what officers you have. At the first meeting the board adopts them, elects officers, and approves opening a bank account. Keep minutes; they are your first governance record.
Get your free EIN
It is free from the IRS; any site charging for an EIN is reselling a free thing. Apply online if your responsible party has an SSN or ITIN and your principal place of business is in the US. It takes minutes. Three limits to know: one EIN per responsible party per day, the tool is not open around the clock, and it times out after 15 minutes with nothing saved. Without an SSN or ITIN you file Form SS-4 by fax or mail instead, which takes weeks. You need the EIN for the bank account and every filing after this.
Apply for 501(c)(3) status with the IRS
Two forms, two fees. The short Form 1023-EZ has a $275 user fee, but you may use it only if you clear the whole Eligibility Worksheet. That means three things. Gross receipts did not exceed $50,000 in any of the past three years. They are not projected to exceed $50,000 in any of the next three years. And total assets are $250,000 or less. Churches, schools, hospitals and a few other types cannot use it at all. Everyone else files the full Form 1023, $600. This is the step that makes donations tax-deductible. The IRS currently issues 80 percent of 1023-EZ decisions within about 22 days and 80 percent of full 1023 decisions within about 191 days. It publishes current figures on its status page. Fees read 1 September 2026.
Handle Minnesota taxes
Minnesota publishes no separate income tax exemption application for nonprofits; federally exempt organizations file Form M4NP, the unrelated business income return, and only when they have unrelated business income. Sales tax is a real application: Form ST16, Application for Nonprofit Exempt Status.
Register to fundraise
Register with the Attorney General's Charities Division if you receive or plan to receive more than $25,000 in contributions in a year, or use paid staff, or use a professional fundraiser: $25 initial, then a $25 annual report due July 15 for calendar-year books (the 15th day of the 7th month after fiscal year end otherwise), with a $50 late fee. Separately, an organization holding charitable assets over $25,000 must register as a charitable trust with the AG even if it never solicits.
Stay in good standing
The Secretary of State's annual renewal is free and due by December 31 every year. The statute is blunt: failure to file results in dissolution without further notice. Reinstatement means refiling plus $40 to $60. Put it on the calendar the day you incorporate.
Minnesota-specific things to know
The free filing that kills corporations
Because the renewal costs nothing, nobody budgets for it, and because nobody budgets for it, it gets forgotten. Minnesota dissolves you automatically for missing it. A December 1 reminder is the whole defense.
The charitable trust registration
Holding more than $25,000 in charitable assets triggers a second AG registration, the charitable trust one, even for organizations that never solicit. Endowed small orgs miss this one constantly.
General information for people starting a nonprofit in Minnesota, not legal or tax advice. Rules change and fees are updated; confirm specifics with the Minnesota offices named on this page, the IRS, or a qualified professional before you file.
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Sources: MN SOS fee schedule; Minn. Stat. 317A.115; MN nonprofit annual renewal; MN AG, charitable organizations and trusts; MN DOR nonprofit exempt status. Read August 2026, re-checked against the same primary sources 1 September 2026.