Understand the Changes Before You File Your Annual Report with the Attorney General

You may have noticed that the Minnesota Attorney General’s Office updated its Charitable Organization and Charitable Trust reporting forms to include the question: “Is the organization incorporated pursuant to Minn. Stat. ch. 317A?”  What exactly does this mean?  And, and how do you know whether to say “yes,” or “no?”  

There are a few different ways nonprofits are formed.  1.) an unincorporated association – an informal group that has not filed any legal paperwork or established any formal legal structure; 2.) a nonprofit corporation – formed by filing legal paperwork with the Minnesota Secretary of State’s Office, establishing an entity under the rules and requirements of the Minnesota Nonprofit Corporation Act, Minn. Stat. ch. 317A –most commonly used; 3.) a religious society – a formal group that exists for religious purposes after recording legal paperwork with the county, establishing under Minn. Stat. ch. 315; or 4.) as an “untraditional” structure which is beyond the scope of this article.

The easiest way to determine how your organization was filed is to visit the Minnesota Secretary of State’s website, www.sos.state.mn.us/.  Click on Find a Business. Type your organization’s name into the search field, paying attention to the buttons below the search box. Click on Details (far right) on the line with your organization’s name. If your organization’s record says, “317A” under MN Statute, your organization was incorporated pursuant to Minn. Stat. ch. 317A. 

It is important to note that the Minnesota Secretary of State’s Office allows users to perform a name search by ‘Begins with’ or ‘Contains,’ and by ‘Active’ or ‘Inactive’ filing status.  If you first search by ‘Active’ file status and do not find a listing for your organization, you may need to re-run the search by ‘Inactive’ file status.  If that does not produce results, change your search from ‘Begins with’ to ‘Contains.’  If, still, no results are produced, you may want to call the Minnesota Secretary of State’s Office for assistance at (651) 296-2803.  If the Minnesota Secretary of State’s Office has no filings for your organization, then your organization is NOT incorporated pursuant to Minn. Stat. ch. 317A.  

Still have questions? Feel free to contact the authors of this article: Jenn Urban, Attorney at Legal For Good, 612.418.0199, jenn@legalforgood.com or Steven Anseth, CPA at Abdo Eick and Meyers, steven.anseth@aemcpas.com, 952-715-3029. 


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