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May 15, 2025.
How to Start a Nonprofit in Minnesota:
Registration, Filings, and Annual Reports
From incorporation to annual filings—your step-by-step guide to staying compliant.
Every state has its own requirements for forming and maintaining a nonprofit. In Minnesota, the process includes initial registration, tax-exempt applications, and recurring annual filings. Understanding these steps upfront helps ensure your organization remains compliant and in good standing.
Understanding the basics
Before focusing on Minnesota-specific filings, every nonprofit must complete a few foundational steps. These ensure your organization is legally recognized, properly structured, and positioned to apply for tax-exempt status.
Name your organization
Choose a name that is distinguishable from other registered entities and complies with Minnesota naming rules. You can check availability through the Minnesota Secretary of State’s online business search to avoid delays in incorporation.
Choose your board of directors
Minnesota nonprofits are required to have at least three directors. While state law doesn’t require specific officer titles, most organizations appoint a president, secretary, and treasurer for clarity. For federal 501(c)(3) tax-exempt status, the IRS also requires at least three unrelated directors. Officers may hold more than one role if permitted by your bylaws.
Define your charitable purpose
Your purpose must align with IRS requirements for tax-exempt status—commonly charitable, educational, religious, or scientific. It must serve the public rather than private individuals or political interests. A clear purpose statement is essential for both incorporation and federal exemption applications.
Appoint a registered agent
A registered agent receives official communications, such as legal notices and government filings, on behalf of your nonprofit. This can be an individual or a business entity, but they must be based in Illinois or authorized to operate there.
How to register a nonprofit in the state of Minnesota?
You’ll need to take the formal steps that establish your nonprofit as a recognized entity in Minnesota:
File Articles of Incorporation with the Minnesota Secretary of State
To legally establish a nonprofit corporation in Minnesota, you must file the Articles of Incorporation with the Minnesota Secretary of State. There is no specific deadline; however, it's recommended to file before commencing operations.
Filing Methods
- Online: Submit via the Minnesota state portal.
-
Mail: Send the completed form to the Minnesota Secretary of State.
Minnesota Secretary of State - Business Services
First National Bank Building
332 Minnesota Street, Suite N201
Saint Paul, MN 55101.
| Form | Due date | Fee | Filing Method |
|---|---|---|---|
|
Articles of Incorporation |
No specific due date, file |
$90 |
|
|
$70 |
|
Apply for an Employer Identification Number (EIN)
Nonprofit organizations are required to obtain an Employer Identification Number (EIN) from the IRS. This will serve as the organization's federal tax identification number and is essential for conducting legal and financial activities.
Although there is no specific deadline to apply, it is recommended to obtain an EIN as early as possible, as it is necessary for opening a bank account, applying for tax-exempt status, and filing required forms with the IRS.
| Form | Fee | Filing Method |
|---|---|---|
|
Form SS-4 (Application for Employer Identification Number (EIN)) |
Free |
Online via IRS EIN Assistant |
Hold the first meeting of the board
After incorporation, your nonprofit must hold its initial organizational meeting to establish governance and ensure legal compliance. Make sure the following points are addressed during the meeting:
- Approve the bylaws - These outline how your nonprofit will operate (e.g., meetings, voting, officer roles).
- Elect governing bodies - Typically includes President, Secretary, and Treasurer.
- Adopt policies - Such as a conflict-of-interest policy, required for 501(c)(3) status.
- Authorize filings - Approve resolutions to apply for IRS and state tax exemptions.
Note: Document all decisions in meeting minutes, signed by the secretary.
How to apply for tax exemption and solicitation in Minnesota?
To operate legally in Minnesota, nonprofit organizations must meet both tax exemption and charitable solicitation requirements. Here's a streamlined process for applying for both:
Federal tax exemption
To obtain a state tax exemption, your nonprofit must first apply with the IRS. The required forms depend on the size and type of your organization:
- Form 1023: For Section 501(c)(3) organizations with gross receipts over $50,000 or total assets over $250,000.
- Form 1023-EZ: Also applies to Section 501(c)(3) organizations–typically smaller nonprofits with gross receipts of $50,000 or less and assets under $250,000.
- Form 1024 or 1024-A: Organizations seeking tax-exemption under IRS sections other than 501(c)(3).
| Form | Due date | Fee | Filing Method |
|---|---|---|---|
|
IRS Form 1023 or 1023-EZ (For Section 501(c)(3) organizations) |
Within 27 months of forming the organization. |
Varies from $275 to $600 |
Online via Pay.gov |
|
IRS Form 1024 or 1024-A (For other organizations) |
State tax exemption
Nonprofits that obtained a federal tax exemption under IRC Section 501(c)(3), or 501(c), can obtain an exemption from the Minnesota sales and use tax by filing Form ST16 (Application for Nonprofit Exempt Status - Sales Tax) with the Minnesota Department of Revenue.
Charitable organization registration
Nonprofits in Minnesota must register as a charity with the Attorney General’s Office, Charities Division. If your organization meets one or more of the following three conditions, you are required to register:
- Your organization received contributions totaling more than $25,000 during the prior accounting year and/or plans to receive contributions totaling more than $25,000 during the upcoming year;
- It utilizes a professional fundraiser, or
- Its “functions and activities,” including fundraising, are performed by persons who are paid for their services.
An organization must register with the Attorney General before soliciting contributions. File a Charitable Organization Registration Statement with a copy of the organization’s articles of incorporation, IRS determination letter, and most recent financial statement.
Filing methods
- Online: Submit via the Minnesota state portal.
-
Mail: Send the completed form to the Minnesota Attorney General’s Office.
Minnesota Attorney General’s Office
Charities Division
445 Minnesota Street, Suite 1200
St. Paul, MN 55101-2130
| Form | Due Date | Fee | Filing Method |
|---|---|---|---|
|
Charitable Organization Registration Statement |
Before soliciting contributions |
$25 |
Mail or Online |
What are the annual tax filing requirements for nonprofits in Minnesota?
Nonprofits in Minnesota must comply with both federal and state filing requirements to maintain their tax-exempt status and remain in good standing. Here's an overview of the key filing obligations:
Federal tax filing (IRS)
Even though your nonprofit may be exempt from paying federal income taxes under Section 501(c)(3), it still has annual filing requirements with the IRS:
-
Forms: The organization must file 990 series forms annually to stay compliant.
- Form 990-N: For smaller organizations with gross receipts $50,000 or less.
- Form 990-EZ: For organizations with gross receipts under $200,000 and total assets under $500,000.
- Form 990: For organizations with gross receipts ≥ $200,000 and total assets ≥ $500,000.
- Form 990-PF: For private foundations.
- Form 990-T: For organizations with any unrelated business income (UBI) of $1,000 or more.
- Due Date: The return is due on the 15th day of the 5th month after the fiscal year ends (for example, May 15 for a December 31 year-end).
- Filing Method: The IRS mandates e-filing for these forms.
Minnesota State Tax Filing
In addition to the Annual renewal, Minnesota law also requires nonprofit organizations to file an Annual Report Form C2 (Charitable Organization Annual Report Form) along with a copy of IRS Form 990 each year with the
Secretary of State.
- Due Date: The 15th day of the 7th month after the close of the organization’s fiscal year.
- Filing Fee: The filing fee is $25.
-
Filing Methods
- Online (Email): The completed annual reports should be emailed to [email protected]
-
Mail: You can also mail the completed Paper Forms to the address below:
Minnesota Attorney General’s Office,
Charities Division,
445 Minnesota Street,
Suite 1200, St. Paul, MN 55101-2130
Unrelated Business Income
Tax-exempt organizations operating in Minnesota that have $1,000 or more in gross income from unrelated business activities and that file the federal Form 990-T.
- Due Date: The 15th day of the 5th month after the close of the organization’s fiscal year.
- Filing Fee: There is no filing fee for Form M4NP.
-
Filing Methods
- Online: Submit through the e-Services system
-
Mail: You can also mail the completed Paper Forms to the address below:
Minnesota Department of Revenue,
Mail Station 1257,
600 N. Robert St.
St. Paul, MN 55146-1257
Annual Renewal Registration
In Minnesota, charitable organizations are generally required to renew annually by submitting an Annual Renewal Form to the Office of the Minnesota Secretary of State.
- Due Date: The Deadline to file an Annual renewal with the state of Minnesota is December 31st of each year.
-
Filing Methods
- Online: Submit through the Minnesota Secretary of State online portal.
-
Mail: You can also mail the completed Paper Forms to the address below:
Minnesota Secretary of State - Business Services,
First National Bank Building,
332 Minnesota Street, Suite N201,
Saint Paul, MN 55101
Ready to e-file the 990 Form with the IRS?
File with confidence–you are backed by the Tax990 Commitment.
Frequently Asked Questions
Do I need to register my nonprofit?
Yes. Most nonprofits soliciting donations must register with the Minnesota Attorney General’s Office and file annual reports.
What is the Charitable Organization Annual Report Form C2?
Form C2 is an annual report that registered charitable organizations must file with the Minnesota Secretary of State. It includes information about the organization's activities and finances and is due by the 15th day of the 7th month after the close of the organization's fiscal year.
Do I need to register my nonprofit with the Minnesota Attorney General's Office?
Yes, most charitable organizations that solicit donations in Minnesota must register with the Attorney General's Office. This includes filing an initial registration and annual reports. Certain exemptions may apply, such as for religious organizations or those with minimal fundraising activities.
Where can I find more information about nonprofit laws and regulations in Minnesota?
The Minnesota Attorney General's Office provides comprehensive resources for nonprofits, including guides on governance, registration, and
reporting requirements.