Nonprofits from Elsewhere: Minnesota Certificate of Authority and Registered Agent

Chapter 317A, the Nonprofit Corporation Act, largely steps aside for nonprofits chartered outside the state. Under section 317A.061, the chapter reaches them only through that section and its merger provision, and otherwise a foreign nonprofit answers to Chapter 303. The rule is blunt: unless it complies with Chapter 303, it may not transact business here.

Five pieces of Chapter 303 do not apply to nonprofits. They are the definition of corporation as one formed for profit, the $150 license fee, the annual renewal, one clause in the withdrawal contents, and the rule for corporations already licensed when the chapter began. The remainder applies, penalty and court bar included. Certificates are issued by Business Services in the Secretary of State's office.

Chapter 303 gives no definition, only eight activities. Under section 303.03, a foreign corporation (a nonprofit among them) is not transacting business solely because it:

• Defends, maintains or settles a case or a claim
• Meets as a board or as members, and deals with internal affairs
• Has bank accounts
• Handles transfers and registrations of its own securities through an agency, or names trustees and depositaries for them
• Holds title to Minnesota property and manages it in a fiduciary capacity, as executor, administrator, trustee, guardian or conservator
• Lends or invests in loans, or borrows and takes mortgages and other security
• Secures or collects debts, or enforces rights in the collateral
• Wraps up one transaction in 30 days or fewer, outside any repeating pattern

Missing from the examples

Nothing on the list speaks to fundraising from afar, independent contractors, interstate commerce or owning property in your own right. Soliciting donations is not addressed at all, so a nonprofit that asks Minnesota donors for gifts from elsewhere should not treat the list as covering it. Programs run here, staff based here or an office in Minnesota go well beyond the list. The section also says it does not set the standards for Minnesota tax nexus. A Minnesota attorney can sort out the middle cases.

The form for nonprofits is also the one for for-profit corporations and cooperatives, titled Certificate of Authority to Transact Business in Minnesota. A nonprofit ticks the Nonprofit Entity box in item 5. By mail the fee is $50. A for-profit corporation pays $200 mailed, the gap being the $150 license fee that nonprofits do not owe. Online through the state's filing system, or at the service counter by appointment, the price is $70, and $20 of it buys expedited handling.

Send mail applications to the Business Services address, 332 Minnesota Street, Suite N201, Saint Paul. Checks are made out to the MN Secretary of State.

Contents of the form

• Legal name at home
• Alternate Minnesota name, if any, with the board's approval certified
• Home jurisdiction
• Agent name, and where the Minnesota registered office is located
• Nonprofit box ticked; the cooperative box left alone
• A corporate officer or authorized agent to sign
• Email for official notices, plus a contact name and phone

The signature is given under the penalties of perjury, so no notary is involved.

Home-state paperwork is not requested from a foreign nonprofit, whether a good standing certificate, an existence certificate or certified articles. Filing the form certifies two facts instead: the nonprofit has followed the organization laws of its home jurisdiction, and it has never previously been on file in Minnesota and revoked. A nonprofit with a revoked history reinstates; the form says a new certificate would be void.

This keeps the preparation short. It does mean the nonprofit has to be in good order at home in fact, since perjury penalties stand behind the certification.

Unlike a for-profit corporation, a nonprofit's alternate name needs no entity designation. Its board must approve the name, and the form has the nonprofit say so. A foreign nonprofit may choose an alternate name even when its own name would have been accepted.

The registered agent

Under section 303.10, each foreign corporation maintains a registered office and a registered agent, on terms set by section 5.36. The role can go to a Minnesota resident, to a Minnesota-formed corporation or LLC, or to an outside corporation or LLC that Minnesota has authorized. The agent's business office must match the registered office. The registered office must be a real location, not merely a mailbox, and the Secretary of State's instructions say no entity can be its own agent.

An agent who wants out sends the Secretary of State a signed notice, and 30 days afterward the appointment is over. If the post then sits empty, revocation can follow a 30-day notice. Moving the office or changing agents takes a statement, priced at $50 by mail and $70 otherwise.

The Secretary of State's fee schedule and forms page both say foreign nonprofits are not required to file an annual renewal. There is no yearly December deadline of the kind that for-profit corporations face. Obligations do not disappear entirely, though.

• Changes. A new name, a different registered office or agent, or a home-state merger or dissolution must be reported. Amendments run $50 by mail and $70 through other channels.
• Revocation risks. An unpaid fee, an agent vacancy left open, or a missed name-change or merger notice can lead to revocation, but only after a 30-day notice and a chance to cure.
• Leaving. The Certificate of Withdrawal is $50 mailed, $70 otherwise. In it the nonprofit states that it holds no Minnesota property and has stopped transacting business, ends its agent's authority, and names where to forward process that later reaches the Secretary of State.
• Other registrations. Charitable solicitation and tax-exempt status belong to other agencies and are outside this filing.

Section 303.20 reaches foreign nonprofits, since section 317A.061 does not exempt them from it. Until a foreign nonprofit that is transacting business obtains a certificate, no Minnesota court will hear its action. A successor or assignee is blocked as well on claims from the Minnesota business, subject to a protection for a buyer without notice.

The section also fixes a penalty of as much as $1,000, with as much as $100 added for each month, or portion of one, in which the unauthorized activity continues. Collection is by the attorney general in district court.

Nothing here voids the nonprofit's agreements, and it may still defend a lawsuit. Between the closed courthouse and a monthly meter, filing before the first Minnesota program begins is the better course.

At Mainstay Filing, the qualification checkout is open to LLCs and profit-seeking corporations, which rules out a nonprofit corporation. The nonprofit, or its lawyer, files the certificate of authority. What Mainstay Filing sells a nonprofit is the registered agent. The cost is $149 a year, unchanged at renewal. The Minnesota address you receive is entered on the application, and it becomes public. Whatever is served there gets scanned, with the upload sent that business day and no charge made, and government mail is scanned the same way, three pieces a year at no cost.

A nonprofit whose current agent is another company can move over; Mainstay Filing prepares the change, with the state's own charge for it passed through at cost. Begin at the Minnesota registered agent page. Mainstay Filing does not act as your lawyer. Whether your activities need a certificate is something a Minnesota attorney should answer.