Is Minnesota an expensive state to incorporate in?

On the filing fee alone, Minnesota is the 41st cheapest of 49 states to incorporate in. Filing fees across the states run from $35 in Montana to $300 in Texas — a one-off charge that is usually dwarfed by the recurring report fee and any annual franchise or minimum tax, which is where the real long-run difference between states sits.

Is it cheaper to form an LLC or a corporation in Minnesota?

They cost the same to file in Minnesota: $155 either way. Choose on how you want to be taxed and governed, not on the filing fee.

Does Minnesota tax corporate income?

9.8% flat corporation franchise (income) tax on C corporation taxable income — there is no graduated bracket and no $25,000 exemption threshold.

Incorporation · MN

How to Form a Corporation in Minnesota

By Edmond Hui · Facts verified July 29, 2026 against primary state sources

Edmond Hui · Founder, MyStateLLC

Edmond Hui is a software engineer and serial entrepreneur based in New York who has founded multiple online businesses across e-commerce, media, and information publishing. Before transitioning into tech, he spent years as a commercial real estate professional closing deals totaling over 100,000 square feet, giving him firsthand experience with business formation and entity structuring. He built MyStateLLC to provide the free, state-specific LLC guidance he wished existed when forming his own companies.

Incorporating in Minnesota costs $155 to file the Articles of Incorporation — Original Filing (Minnesota Business Corporation, Minn. Stat. ch. 302A) — no form number assigned. After that the corporation files every year and pays $0. First-year state filing charges come to $155.

Filing fee$155

Report cadenceEvery year

First-year filings$155

Corporate income taxYes

What you file in Minnesota

Incorporation filing

Document	Articles of Incorporation — Original Filing (Minnesota Business Corporation, Minn. Stat. ch. 302A) — no form number assigned
Fee	$155
Recurring report	Annual Renewal (Minnesota Business Corporation) — every year, $0
First report due	December 31 each calendar year, beginning the calendar year after the original filing; failure to file dissolves the corporation without further notice

This page covers the state filing and the charges that follow it. For the procedural side — name availability, registered agent, bylaws and the federal EIN — see the formation guide and how to get an EIN, both of which apply to corporations as well as LLCs.

What it costs to incorporate and stay filed

State filing charges only. Corporate income tax and franchise tax are excluded — both depend on income or net worth, so no flat figure would be true for every corporation.

Charge	Amount	How often
Articles of Incorporation — Original Filing (Minnesota Business Corporation, Minn. Stat. ch. 302A) — no form number assigned	$155	One time
Annual Renewal (Minnesota Business Corporation)	$0	Every year
First-year state filing charges	$155	—
Five-year state filing charges	$155	—

Minnesota is the 41st cheapest of 49 states on the incorporation filing fee alone. Nationally the fee runs from $35 in Montana to $300 in Texas, averaging $113.06. It is a one-off charge, so over five years it is usually outweighed by the recurring report fee and any annual franchise or minimum tax.

States that are cheaper to incorporate in

State	Filing fee	Difference
Montana	$35	$120
Kentucky	$40	$115
Arkansas	$50	$105
Colorado	$50	$105
Hawaii	$50	$105

A cheaper filing fee elsewhere rarely saves money if you actually operate in Minnesota. Every state sets its own threshold for what counts as transacting business, and where that threshold is met an out-of-state corporation is generally required to register as a foreign corporation — which would mean fees in both states rather than one. Whether it applies to you depends on facts this page cannot see, so check foreign qualification in Minnesota before incorporating elsewhere to save on the filing fee.

Minnesota corporation vs Minnesota LLC

State filing charges only. Corporate income tax and franchise tax are excluded because both depend on income or net worth, so no flat figure exists for either entity.

	Corporation	LLC
Formation filing fee	$155	$155
Report cadence	Every year	Every year
Report fee	$0	$0
Entity-level tax on the LLC side	—	Minimum Fee

Both entities cost $155 to file in Minnesota, so the filing fee is not a reason to pick one over the other.

Full Minnesota LLC cost breakdown · LLC vs C-corp explained · LLC vs S-corp explained

State taxes a Minnesota corporation pays

Corporate income tax

Applies	Yes
Rate	9.8% flat corporation franchise (income) tax on C corporation taxable income — there is no graduated bracket and no $25,000 exemption threshold

Franchise or gross-receipts tax

Minnesota's corporate income tax is styled a 'Corporation Franchise Tax' and is reported on Form M4; it is a net-income tax, not a capital-stock tax. Separately, a MINIMUM FEE applies to C corporations, S corporations and partnerships based on the sum of Minnesota property, payroll and sales/receipts. 2025 brackets: $0 below $1,250,000; $260 for $1,250,000–$2,509,999; $750 for $2,510,000–$12,539,999; $2,510 for $12,540,000–$25,069,999; $5,020 for $25,070,000–$50,139,999; $12,540 for $50,140,000 or more. Brackets are adjusted annually for inflation (the 2024 entry threshold was $1,220,000). Single-member LLCs reporting only on an owner's individual return are exempt.

What these totals leave out: the filing-charge figures on this page are what you pay the business filing office. They exclude corporate income tax and any franchise or gross-receipts tax, because both depend on income, net worth or receipts. The section above sets out what Minnesotalevies — or that it levies neither. Where a state's franchise tax carries a flat minimum, that minimum is an unavoidable annual cost these totals do not include, and over five years it can be the larger number.

C-corp return: Form M4, Corporation Franchise Tax Return

Electing S-corporation status in Minnesota

Minnesota follows the federal S election. Full Minnesota S-corporation election guide.

Frequently Asked Questions

: $155 to file the Articles of Incorporation — Original Filing (Minnesota Business Corporation, Minn. Stat. ch. 302A) — no form number assigned. Adding the first report brings the first-year state filing charges to $155.
: On the filing fee alone, Minnesota is the 41st cheapest of 49 states to incorporate in. Filing fees across the states run from $35 in Montana to $300 in Texas — a one-off charge that is usually dwarfed by the recurring report fee and any annual franchise or minimum tax, which is where the real long-run difference between states sits.
: They cost the same to file in Minnesota: $155 either way. Choose on how you want to be taxed and governed, not on the filing fee.
: 9.8% flat corporation franchise (income) tax on C corporation taxable income — there is no graduated bracket and no $25,000 exemption threshold.

Where these numbers come from

This page covers the state filing required to incorporate in Minnesota and the charges that follow it. Every figure was checked against Minnesota's own published sources on July 29, 2026— the state business filing agency's fee schedule, the governing statute, and where a state tax applies, the state Department of Revenue. Commercial formation-service pages were used as leads only and are never cited. Anything the review could not confirm from an official source is left blank on this page rather than filled with an estimate.

Corporate income tax and franchise tax are quoted as the state publishes them, as rate schedules and thresholds, and are excluded from every dollar total here. They depend on income or net worth, so there is no flat figure that would be true for every corporation.

Primary sources: