Secretary of State Registration Requirement

Last updated: 2025-04-07

In Minnesota, most businesses are required to register with the Secretary of State to legally operate. It is important to note that even if a business is exempt from registering with the Secretary of State, other state or local licenses, permits, or registrations might still be required. Additionally, businesses must comply with tax obligations, zoning laws, and industry-specific regulations. Consulting with legal or business professionals is advisable to ensure full compliance with all applicable laws.

To register a business in Minnesota, a company representative must file the appropriate documents with the Minnesota Secretary of State. Detailed instructions and the online registration portal are available on their official website: How to Register Your Business. This resource provides step-by-step guidance on the registration process, including information on choosing a business structure, checking name availability, and filing the necessary forms.

Before finalizing any agreement, procurement staff will verify your registration status. If your business is not currently registered, you’ll need to complete this step to proceed with a contract.

Check your status or register online

Minnesota Secretary of State – Business Services

Maintaining an active registration helps ensure compliance with state law and supports transparency in all our business relationships. If you have questions about the registration process or how it impacts your contract, our procurement team is here to help!

Exceptions

Sole Proprietorships and General Partnerships Using True Names: If a business is operating as a sole proprietorship or general partnership under the full legal names of the owners, registration may not be necessary. For example, "John Smith Painting" wouldn't need to register, but "Smith Painting" would.

Foreign Businesses

Under Minnesota law, a foreign company refers to any business entity that is organized under the laws of another state or country but seeks to transact business within Minnesota. To legally operate in Minnesota, such entities must obtain a Certificate of Authority from the Minnesota Secretary of State (Minnesota Statutes Section 303.03). This process, known as foreign qualification, ensures compliance with state regulations.

Registered Agent

Foreign business must have an agent. The Registered Agent and Office has to be located in Minnesota. Businesses can identify potential registered agents by completing a web search for "registered agents in Minnesota".

A Registered Agent can be

An individual who is:
- A resident of Minnesota
- Physically located at the Minnesota address provided
A business entity (like a registered agent service) that:
- Is authorized to do business in Minnesota
- Has a physical office in Minnesota
  - Complete the Application:
    - Fill out the "Certificate of Authority to Transact Business in Minnesota" form specific to your business structure (e.g., corporation, limited liability company).

Registration resources

For additional assistance, you can contact the Business Services division of the Minnesota Secretary of State's office:

Phone: 651-296-2803 (Metro Area) or 1-877-551-6767 (Greater MN)
Email: business.services@state.mn.us
Office Hours: Their office hours are 8:00 a.m. to 4:00 p.m., and they offer appointment-only in-person services at their First National Bank Building location.