Step 6: Incorporate as a nonprofit organization
The main purpose of incorporating an organization is that of risk management. Filing articles of incorporation with the Minnesota Secretary of State’s Office provides a limited liability for the governing body of the organization. If directors act in a responsible and reasonable way, they can avoid personal liabilities to creditors of the organization. However, this does not include debts to the Internal Revenue Service for due payments or due to fraudulent activities.
Incorporating an organization also provides stability during personnel changes, eases future relationships with funders, contractors and employees, and provides the means to apply for tax-exempt status through the IRS. Once the articles are filed, the organization will receive a Certificate of Incorporation from the Minnesota Secretary of State’s Office. This certificate includes a charter number unique to that organization. The charter number is used only internally by the Secretary of State. To incorporate, send your organization's Articles of Incorporation to the Minnesota Secretary of State. The filing fee is $90 for expedited service in-person and online filings, $70 if submitted by mail.
- Articles of Incorporation filed online are processed immediately without staff intervention. A filed copy of the document is returned via email.
- Articles of Incorporation filed through the mail are processed within three to four weeks. A filed copy of the document is returned via mail.
- Articles of Incorporation filed in person by appointment are processed while the customer waits. A filed copy of the document is given to the customer before leaving. Appointments can be booked on the Secretary of State's website.
A nonprofit's Articles of Incorporation only needs to be submitted once, but the nonprofit will be responsible for annually filing with the Secretary of State. Amendments can also be made to a nonprofit's articles of incorporation, including a fee ($55 for expedited service in-person and online filings, $35 for mail).