Are You Operating in Minnesota with a Delaware Company?
When it comes to incorporating a business, Delaware is the State of choice for most business owners. Delaware has a strong corporate law structure. More than any other state, Delaware is known to protect the members of a company and limit their liability. Clients from all over the world contact Harvard Business Services in order to form Delaware LLCs and Corporations.
When you incorporate in Delaware, your company is domestic to Delaware and foreign to every other state. The process by which your home state gives you the authority to operate—using a company that was incorporated in Delaware— is called foreign qualification. This means that instead of forming an LLC in Minnesota, you can form a Delaware LLC and still do business in the state of Minnestoa. This blog focuses on Delaware companies that operate in Minnesota.
Minnesota Foreign Qualification
Minnesota, like many other states has an application process and a state fee in order to register there as a foreign entity. Currently, Minnesota does not require a Certificate of Good Standing from Delaware. Minnesota requires that a Registered Agent with a physical address in Minnesota is listed on the application for the purpose of receiving notices and services of process. Often, you can work with your Delaware Registered Agent for help in preparing the foreign qualification paperwork for Minnesota. For example, here at Harvard Business Services, we help our clients to foreign qualify in Minnesota and we can act as the Registered Agent in Minnesota. In fact, we can help you foreign qualify in Minnesota even if we are not your Delaware Registered Agent, currently.
The State agency that accepts a foreign qualification application is the Minnesota Secretary of State. The Minnesota Foreign Qualification can be done by mail, in person, or online. Minnesota does not require the signatures to be original, however they recommend that you save a copy of your original signed application for your records.
Once registered in Minnesota, please keep in mind that you are still responsible for paying Delaware annual fees in order to keep your company in good standing. You are also required to pay the annual fees required by Minnesota. Your Registered Agent should keep you informed of when these fees are due. If you need assistance registering to do business in Minnesota or have questions, please contact Harvard Business Services at 1-800-345-2677 x1 or email devin@delawareinc.com.
*Disclaimer*: Harvard Business Services, Inc. is neither a law firm nor an accounting firm and, even in cases where the author is an attorney, or a tax professional, nothing in this article constitutes legal or tax advice. This article provides general commentary on, and analysis of, the subject addressed. We strongly advise that you consult an attorney or tax professional to receive legal or tax guidance tailored to your specific circumstances. Any action taken or not taken based on this article is at your own risk. If an article cites or provides a link to third-party sources or websites, Harvard Business Services, Inc. is not responsible for and makes no representations regarding such source’s content or accuracy. Opinions expressed in this article do not necessarily reflect those of Harvard Business Services, Inc.