Certificate of Authority for Business Transactions in Minnesota



A Minnesota certificate of authority is required for companies incorporated in Minnesota. If you’re looking to incorporate it, check out our guide on how to do it here.

What is a certificate of authority in Minnesota?

A Minnesota certificate of authority is needed to do business in the state. Businesses must obtain one before doing business in Minnesota. This includes companies, organizations, and individuals.

This guide explains a Minnesota certificate of authority and how it works.

When do I need a certificate of authority in MN?

An organization needs a certificate of authority (COA) to open a bank account, issue credit cards, sell insurance, or provide financial services. You might think you don’t need one because you’re just starting out. But there are reasons why you might want one. Here are some things to consider:

• If you plan to offer online products or services, you’ll need a COA to accept payments.

• A COA lets customers know you are authorized to conduct business under the law.

• You’ll need a COA if you plan to buy goods or services from someone else. For example, if you want to buy a car from another person, you’ll need a seller’s permit, which requires a COA.

• You’ll probably need a COA if your state requires it. Some states require sellers to obtain a COA before selling items like cars, boats, or real estate.

• Your state might require a COA if you want to operate a motor vehicle dealer.

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• In most cases, you won’t need a COA if the transaction involves less than $10,000.

Where Can I get a Minnesota certificate of authority?

Minnesota requires businesses within the state to register with the secretary of state’s office. This includes companies doing business online. If you plan on operating a business in Minnesota, it is required that you obtain a Minnesota certificate of authorization. You can apply for a Minnesota certificate of authority here.

To obtain a Minnesota certificate of authority, you must file an Application for Certificate of Authority form with the secretary of state. You must include documentation proving that you are authorized to transact business in Minnesota. For example, you could provide proof of incorporation or registration with the federal government.

Your appointment of a registered agent, such as yourself, is essential for your filing with the secretary of state to be accepted. Your appointed representative receives mail addressed to you and accepts legal documents on your behalf.


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For Foreign Corporations:

A foreign corporation must file articles of incorporation with the Minnesota Secretary of State. A foreign corporation must pay a filing fee of $100 per year. If the foreign corporation is incorporated under the laws of another state, it must obtain a Certificate of Authority from that state.

The following documents are required:

1. Articles of Incorporation;

2. Bylaws;

3. List of Directors and Officers;

4. Statement of Information;

5. List of Registered Agents;

For Foreign Limited Liability Companies:

Minnesota does not require an original Certificate of Good Standing for foreign limited liability companies. However, agents must provide proof of foreign entity registration in another jurisdiction. If you file a Notice of Change of Address, you must notify the Secretary of State. You must also register your foreign LLC within 90 days after establishing your principal place of business in the state.

For Foreign Nonprofit Corporations:

Foreign nonprofits are subject to the same rules and regulations as domestic 501(c)(4) organizations. However, unlike 501(c)(4), foreign nonprofits cannot engage in political campaign activities. They do not have to disclose donors, nor do they have to register with the IRS.

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Foreign nonprofits are treated differently than domestic nonprofits because they are not eligible for federal tax exemptions. Instead, they must pay taxes like regular corporations.

Forming a foreign nonprofit corporation begins with filing Articles of Organization with the Minnesota Secretary of State. Once filed, the Articles of Organization become public record.

Foreign Professional Corporations:

Minnesota now accepts an original document from another jurisdiction rather than requiring a Certified Copy. This allows foreign professional corporations to file documents electronically without paying for a Certified Copy.

The change applies to both domestic and foreign entities. The filing fees are $25 per form type, plus applicable taxes. There is no charge for electronic filings.

Foreign Limited Partnerships:

Minnesota allows foreign limited partnerships to organize themselves under its laws. This includes forming a general partner, managing partners, managing members, and limited partners.

A foreign partnership must file an Application for Registration with the Secretary of State. A fee of $100 is charged for each registration.

The state requires foreign limited partnerships to pay an annual agency fee of $100 per foreign entity.

Foreign Limited Liability Partnerships:

Foreign LLCs are subject to different rules than domestic LLCs. In addition to paying annual franchise tax, foreign LLCs must also pay a yearly fee of $85.00.

The fee covers both electronic filings and paper filings. If you choose to use the online form, it requires a $25.00 processing fee plus a $60.00 filing fee. You can still file via mail to avoid paying the $85.00 fee. However, this option costs $185.00.

There is no requirement to obtain a “good standing” certification.

What is a registered agent in MN?

A registered agent stands in for your business in legal matters. You must appoint one person to act on your behalf for personal or professional reasons. This individual is called a registered agent because he or she registers with the state where your business is located.

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Registering an agent is simple and free. Writing an agent in several ways, including online registration, paper forms, and faxed applications. Each method has different requirements and costs. For example, you cannot use faxed documents unless you live in New York City. Contact your local government agency if you do not know what form to use. They will provide information about how to register an agent.

If you are looking for a registered agent for your business, look to see if you already have one. If you don’t, ask yourself why you need one. Perhaps you are being sued, or you just want to ensure you have proper representation in case something happens to you.



Frequently Asked Questions

What is a Minnesota certificate of authority?

A Minnesota certificate of authority (COA) is the legal document that allows you to do business in the state. It’s also called an “authority to transact,” or simply a “certificate of authority.” The COA is issued by the Secretary of State and is valid for five years. I

When do I need a Certificate of Authority?

A certificate authority (CA) is an entity that issues digital certificates. These are used to authenticate the identity of entities and can be used for many purposes, including secure communication between two parties, authentication of websites, and encryption of data.

CAs issue certificates to prove that they have verified the identity of the person or organization who requests them.

What information is included on a Certificate of Authority?

A certificate of authority (COA) contains the following information:

The name and address of the organization issuing the COA.

The name, title, and signature of the person signing the document.

The date issued.

The number or other identifier for the COA.

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