Starting and running a nonprofit in Minnesota

Forming your nonprofit corporation

The state creates your organization; the IRS separately recognizes it as tax-exempt. This is the state part.

Where you file

Minnesota Secretary of State (online, in person or by mail)

Official source · checked October 21, 2026

Form

Minnesota Nonprofit Corporation Articles of Incorporation (Minnesota Statutes, Chapter 317A). If you plan to apply for 501(c)(3) status, don't use the state form as-is: the IRS requires extra language in your articles.

Official source · checked October 21, 2026

Filing fee

$70 if submitted by mail; $90 for expedited service in person and online

Official source · checked October 21, 2026

Annual report

An Annual Renewal once every calendar year, due by December 31. There is no fee if your nonprofit is active and in good standing; if you miss it, the Secretary of State dissolves the corporation (you can reinstate by filing the current year's renewal and paying $40 by mail or $60 online or in person).

Official source · checked October 21, 2026

Then get your EIN and apply to the IRS for 501(c)(3) status: the formation stage walks through both.

Registering to ask for donations

Many states want charities to register before they ask residents for money. Here's what this state says.

Do you have to register?

Yes, unless you're exempt: a registration statement must be on file with the Minnesota Attorney General before you solicit contributions in Minnesota (Minn. Stat. § 309.52).

Official source · checked October 21, 2026

Exempt

Charities that received no more than $25,000 in contributions last accounting year and don't plan to exceed it, if all work, including fundraising, is done by unpaid people and no officer benefits (this doesn't apply if you use a professional fundraiser); if you go over $25,000, register within 30 days. Also certain religious organizations, accredited educational institutions, groups that solicit only their voting members, and a few others (Minn. Stat. § 309.515; the 30-day rule is in § 309.52).

Official source · checked October 22, 2026

Fee

$25 to register, and $25 with each annual report ($50 late fee).

Official source · checked October 21, 2026

Renewal

An annual report every year, signed by two officers under a board resolution, with your Form 990 or a financial statement: due July 15 for a calendar year, or the 15th day of the seventh month after your fiscal year ends.

Official source · checked October 21, 2026

State tax exemption

IRS approval doesn't automatically exempt you from state taxes. Here's how this state handles them.

Income and franchise tax

Organizations exempt from federal income tax are exempt from Minnesota corporate franchise tax, except on unrelated business income (taxed at the corporate rate) and a few other items (Minn. Stat. § 290.05).

Official source · checked October 22, 2026

Sales tax

Not automatic: federal exemption doesn't make you exempt. Apply to the Minnesota Department of Revenue on Form ST16, Application for Nonprofit Exempt Status – Sales Tax; allow about 60 days for a decision. If approved, you don't pay sales and use tax on purchases used for your charitable, religious or educational work.

Official source · checked October 21, 2026

Your board

The smallest board the state's nonprofit law allows. Many charities choose more.

Minimum directors

Three or more, with the number set in your articles or bylaws (Minn. Stat. § 317A.203).

Official source · checked October 21, 2026

Every year

• Minnesota Attorney General: soliciting charity annual report

  Unless exempt, a charity must register with the Minnesota Attorney General if it gets more than $25,000 in contributions a year, uses paid staff, or uses a professional fundraiser. Registered charities file an annual report by July 15 if they use a calendar year, or by the 15th day of the seventh month after the fiscal year ends. The fee is $25. A late report costs another $50. The Attorney General may extend the deadline for up to four months for cause. Confirm with the Minnesota Attorney General's Charities Division.

  Official source · checked October 17, 2026

• Minnesota Attorney General: charitable trust annual report

  A charity that is not registered as a soliciting charity but has more than $25,000 in assets at any time during the year registers with the Attorney General as a charitable trust. Charitable trusts file an annual report, with IRS Form 990 or a financial statement, by the 15th day of the fifth month after the tax year ends. The fee is $25. Confirm with the Minnesota Attorney General's Charities Division.

  Official source · checked October 17, 2026

• Minnesota Secretary of State: nonprofit annual renewal

  Every Minnesota nonprofit corporation (Chapter 317A) files an annual renewal with the Secretary of State once each calendar year, by December 31. You can file any time during the year. There's no fee if the corporation is active and in good standing. If you miss it, the corporation is dissolved without further notice. Confirm with the Minnesota Secretary of State.

  Official source · checked October 17, 2026

Federal deadlines (the Form 990 family) depend on your fiscal year and size. The compliance calendar puts them and Minnesota's in date order.

Make my Minnesota calendar

Who to ask

We don't list a free legal help program for Minnesota charities yet. The directory has the programs we know of.