Minnesota Corporation Annual Report
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.
What Minnesota requires
Annual Renewal
| Frequency | every year |
| Due | December 31 each calendar year, beginning the calendar year after the original filing; failure to file dissolves the corporation without further notice |
| Fee | $0 |
| Form | Annual Renewal (Minnesota Business Corporation) |
Minnesota is one of 41 states on an annual corporate reporting cycle. Nationally, 41 states require an annual corporate report, 7 require one every two years, and 2 require none.
What the filings cost over five years
State filing charges only — incorporation plus five years of reporting, annualized. Corporate income tax and franchise tax are excluded, because both depend on income or net worth.
| Period | State filing charges |
|---|---|
| Incorporation | $155 |
| Each year after (report, annualized) | $0 |
| Five-year equivalent (annualized) | $155 |
That ranks Minnesota 10th cheapest of 49 states on five-year corporate filing charges.
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
Frequently Asked Questions
Where these numbers come from
This page covers the recurring report a for-profit corporation files with Minnesota. 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:
- https://www.sos.mn.gov/business-liens/start-a-business/business-filing-certification-fee-schedule/
- https://www.sos.mn.gov/media/1386/dcrenewal.pdf
- https://www.revenue.state.mn.us/corporation-franchise-tax
- https://www.revenue.state.mn.us/minimum-fee
- https://www.revenue.state.mn.us/s-corporation-filing-requirements
- https://www.revenue.state.mn.us/sites/default/files/2025-10/m8-inst-24.pdf