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Minnesota

Legal Counsel for Philanthropy and the Nonprofit Sector

Information and resources on nonprofit law & regulation

Minnesota Registration and Compliance

Welcome to the registration and compliance page for Minnesota nonprofit organizations. Below you will find information on initial filings required to form a new nonprofit organization in Minnesota, annual filing requirements for existing organizations, and employment filings for nonprofits with employees. This page also contains a link to the relevant nonprofit statute for the State of Minnesota. To navigate to one of these sections, click on the appropriate link on the left of this page.

Our firm is also pleased to provide a complimentary compliance reminder service to remind you when your state and federal filings are coming due. To sign up for this service, click the “compliance reminder service” button to the left and complete our registration form.

Please feel free to call or email us if you have any registration, compliance or other legal needs or questions regarding your nonprofit organization. If you are forming a new organization, you may also be interested in the following additional resources:

Initial Filings for Minnesota Nonprofit Organizations

1. To Incorporate in Minnesota

Submit Articles of Incorporation to:

Secretary of State
Business Services Division
Retirement Systems of Minnesota Building
60 Empire Drive, Suite 100
St. Paul, MN 55103

Information: (651) 296-2803
Fax: (651) 297-7067
Web Site: www.sos.state.mn.us/home/index.asp
Filing Fee: $70

Note: The Articles of Incorporation may also be filed online through the Minnesota Business & Lien System. The filing fee is $90.

2. To Obtain 501(c) Tax-Exempt Status

a. Submit Form 1023 (501(c)(3) organizations) or 1024 (other 501(c) organizations), Application for Recognition of Exemption to:

Note new address:
Internal Revenue Service
P.O. Box 12192
Covington, KY 41012-0192

Information: (800) 829-1040
Forms: (800) 829-3676
Web Site: www.irs.gov/charities
Form 1023 Filing Fee: $850 ($275 for IRS Form 1023-EZ)
Form 1024 Filing Fee: $850 ($400 if annual receipts will average not more than $10,000 in the first 4 years)

Note: Certain 501(c)(3) organizations, including those with gross revenues at or below $50,000 annually, may qualify to file the online Form 1023-EZ, Streamlined Application for Recognition of Exemption. For more information and to determine if you are eligible for this form, refer to our Form 1023-EZ FAQ.

b. 501(c)(4) organizations formed after July 8, 2016 must file Form 8976, Notice of Intent to Operate Under Section 501(c)(4), electronically within 60 days of formation:

Web Site: services.irs.gov/datamart/login.do
Filing Fee: $50 (This fee must be paid through the pay.gov website)

Notes: This filing must be completed by all 501(c)(4) organizations - including "self-declaring" organizations that do not file IRS Form 1024.
For more information about this filing, refer to the IRS website.

3. To Obtain Minnesota Income Tax and Sales Tax Exemptions

Organizations exempt from federal income tax are automatically exempt from Minnesota income tax. To obtain exemption from sales taxes on purchases made by the organization, submit Form ST16, Articles of Incorporation, an income and expense statement for the most recent accounting period, and 501(c)(3) Determination Letter from the IRS to:

Minnesota Revenue
Mail Station 6330
St. Paul, MN 55146-6330

Information: (651) 296-6181
Web Site: www.taxes.state.mn.us/
Filing Fee: $0

4. To Register with the Minnesota Attorney General

Any charitable organization that solicits or intends to solicit contributions in excess of $25,000 a year or that has functions and activities not performed wholly by volunteers must file with the Attorney General's office by submitting a Registration Statement along with the articles of incorporation, IRS 501(c)(3) determination letter, and the most recent IRS Form 990 or financial statement to:

Office of the Attorney General
Charities Unit
1200 Bremer Tower
445 Minnesota Street
St. Paul, MN 55101-2130

Information: (651) 757-1311
Web Site: www.ag.state.mn.us/
Filing Fee: $25

Notes: Organizations with less than $25,000 in total contributions, religious entities exempt from filing IRS Form 990, some educational institutions, private foundations and other organizations may be exempt from this filing but must file an application to claim exemption. A list of exemptions can be found in Minnesota Statute 309.515.

The Unified Registration Statement form may be filed in place of this application. This can be found at the following website:www.multistatefiling.org


Annual Filings for Minnesota Nonprofit Organizations

1. Internal Revenue Service

Form: Annual Return Form 990
Due Date: 4 ½ months after end of fiscal year

Internal Revenue Service
Ogden, UT 84201-0027

Information: (800) 829-1040
Forms: (800) 829-3676
Web Site: www.irs.gov/charities
Filing Fee: $0

Public Charities: Refer to the IRS website to determine which form to file (Form 990, Form 990-EZ or Form 990-N).

Private Foundations: Submit Form 990PF, regardless of revenues.

2. Minnesota Department of Revenue

Form: M4NP (Minnesota Franchise Tax)
Due Date: 4 ½ months after end of fiscal year

Minnesota Revenue
Mail Station 1257
St. Paul, MN 55146-1257

Information: (651) 556-3000
Web Site: www.taxes.state.mn.us

Note: This filing is required only if the organization has income that is unrelated to its exempt purposes and is therefore not tax-exempt.

3. Minnesota Attorney General

Form: Annual Report
Due Date: 6 ½ months after end of fiscal year

Office of the Attorney General
1400 Bremer Tower
445 Minnesota Street
St. Paul, MN 55101-3353

Information: (651) 296-6172
Web Site: www.ag.state.mn.us
Filing Fee: $25

4. Minnesota Secretary of State

Form: Annual Registration
Due Date: December 31

Secretary of State
Business Services Center
Retirement Systems of Minnesota Building
60 Empire Dr., Suite 100
St. Paul, MN 55103

Information: (651) 296-2803
Forms: (651) 297-7067
Web Site: www.sos.state.mn.us
Filing Fee: $0 or $35 (There is no fee unless amendments are required, in which case the fee is $35.)

Note: This filing may be completed online at: mblsportal.sos.state.mn.us.


Minnesota Employment Filings

If the organization will have employees, the following filings are required:

1. To Register with the Minnesota Department of Revenue

Register for a Minnesota Tax ID to obtain an employer withholding account.

Minnesota Department of Revenue
600 N. Robert Street
St. Paul, MN 55101

Information: (651) 282-9999
Web Site: www.revenue.state.mn.us/businesses/withholding/Pages/File-and-Pay.aspx

Note: For more information, refer to the Department of Revenue's New Employer Guide.

2. To Register with Minnesota Unemployment Insurance

Complete the employer registration online using the Minnesota Unemployment Insurance System.

Minnesota UI Customer Service
PO Box 4629
St. Paul, MN 55101-4629

Information: (651) 296-6141
Web Site: www.uimn.org/uimn/employers/index.jsp

Notes: For those without internet access, this registration may also be completed by calling Minnesota Unemployment Insurance at the number above.

For more information, refer to Minnesota Unemployment Insurance's Employer Handbook and Employer User Guide.

Important note about unemployment insurance: Many states allow nonprofit organizations to fund unemployment insurance benefits on a reimbursable basis. This method of funding unemployment insurance may require additional filings not listed here. Furthermore, electing this method may require the organization to register and file in paper format. Organizations contemplating this method of funding their unemployment insurance obligations should check with the appropriate state office administering the unemployment insurance in that state.

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