A corporation formed under Minnesota Chapter 302A has to follow strict corporate formalities, including maintaining its corporate books (note: nonprofit corporations are formed generally under 317A). Generally, a corporation is considered either an S-Corp or a C-Corp. However, those designations are tax designations. In order to be taxed as an S-Corp, you must file Form 2553 with the IRS. It is important as you start the New Year that you ensure that the following items are completed for your corporation:
o Articles of Incorporation filed with the Minnesota Secretary of State.
o Completed the written action of incorporator, subscription agreement letter of investment intent, first meeting of the board of directors, first meeting of shareholders, bylaws, and issued stock certificates.
o Up-to-date minutes that have been approved by the directors and shareholders.
o Elected a board of directors and held an annual meeting.
o Annual shareholders meetings have been held.
o Annual registration filed with the Minnesota Secretary of State.
Spangler and de Stefano, PLLP assists clients with corporations and legal entity issues. It is prudent to retain an attorney to review and advise regarding the proper governance under the Corporation Act.
The material contained herein is for informational purposes only, and is not intended to create or constitute an attorney-client relationship between Spangler and de Stefano, PLLP and the reader. The information contained herein is not offered as legal advice and should not be construed as legal advice.