Does Minnesota recognize the federal S-corporation election?

Yes. Minnesota follows the federal S election, and no separate state election form is required — filing federal Form 2553 with the IRS is enough. The corporation does still file Form M8, S Corporation Return (with Schedule M8A for the minimum fee and Schedule KS for shareholders).

Which Minnesota return does an S corporation file?

Form M8, S Corporation Return (with Schedule M8A for the minimum fee and Schedule KS for shareholders).

S-corp election · MN

Minnesota S-Corporation Election

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.

Minnesota follows the federal S election. Filing IRS Form 2553 is enough — there is no separate Minnesota election form. Minnesota is one of 43 states that follow the federal election with no state form of their own.

State treatmentFollows the federal election

Separate state formNot required

State corporate income taxYes

Does Minnesota recognize the federal S election?

State treatment of the S election

Follows the federal election	Yes
Separate state election form	None required
State return	Form M8, S Corporation Return (with Schedule M8A for the minimum fee and Schedule KS for shareholders)

No separate state election to file: the federal election on IRS Form 2553 carries over. That is the election only — the corporation still files Form M8, S Corporation Return. Of the 50 states, 43 follow the federal election with no state form of their own, and 1 more — New York — recognizes S status but requires an election of its own as well.

What an S corporation still owes Minnesota

Minnesota automatically accepts S corporation status once the IRS approves federal Form 2553 — no separate Minnesota election form exists. The entity itself still pays the minimum fee plus 'S corporation taxes' at 9.8% on the Minnesota portion of (a) federal passive investment income, (b) recognized built-in gain and net capital gain subject to federal Schedule D tax, and (c) LIFO recapture. Form M8 is due by the federal due date, generally March 15 for calendar-year filers, with an automatic six-month filing extension. Minnesota also has an elective pass-through entity tax reported on Form M8.

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.

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

How Minnesota compares

State treatment of the federal S election	States
Follows the federal election, no state form needed	43
No corporate income tax, so no state election exists	4
Has a corporate income tax and does not follow the election — the corporation is taxed like a C corporation	2
Follow the election but still impose some entity-level tax on the S corporation — California, Illinois, New York, Massachusetts and Delaware among them	—
Require a separate state election form as well	1

Compare all 50 states · LLC vs S-corp · S-corp salary and savings calculator

Frequently Asked Questions

: Yes. Minnesota follows the federal S election, and no separate state election form is required — filing federal Form 2553 with the IRS is enough. The corporation does still file Form M8, S Corporation Return (with Schedule M8A for the minimum fee and Schedule KS for shareholders).
: Minnesota automatically accepts S corporation status once the IRS approves federal Form 2553 — no separate Minnesota election form exists. The entity itself still pays the minimum fee plus 'S corporation taxes' at 9.8% on the Minnesota portion of (a) federal passive investment income, (b) recognized built-in gain and net capital gain subject to federal Schedule D tax, and (c) LIFO recapture. Form M8 is due by the federal due date, generally March 15 for calendar-year filers, with an automatic six-month filing extension. Minnesota also has an elective pass-through entity tax reported on Form M8.
: Form M8, S Corporation Return (with Schedule M8A for the minimum fee and Schedule KS for shareholders).

Where these numbers come from

This page covers how Minnesota treats the federal S-corporation election and what an S corporation still owes the state. 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: