Annual report requirements in Minnesota (Minn. Stat. § 302A)

What Minn. Stat. § 302A.821 requires

Section 302A.821 of the Minnesota Business Corporation Act requires every Minnesota corporation to file an Annual Renewal with the Secretary of State by December 31 each year. The renewal confirms the registered agent and registered office only; Minnesota does not require disclosure of directors or officers in the annual renewal. There is no filing fee if the renewal is filed on time.

The only fee-free annual filing in the US

Minnesota is the only US state with no fee for routine corporate annual filings. The combination of no fee and minimal disclosure (just registered agent and office) makes Minnesota the lightest-touch US jurisdiction for ongoing corporate maintenance. The trade-off is the strict December 31 deadline: there is no calendar flexibility, regardless of fiscal year or anniversary.

Statutory dissolution at end of January

If the Annual Renewal is not filed by December 31, the corporation is statutorily dissolved on the last day of January under Minn. Stat. § 302A.821. This automatic dissolution is faster than administrative dissolution in most other states (which usually involves notice and a multi-month timeline). Reinstatement is available within one year by filing the renewal plus a $25 reinstatement fee. After one year, the corporation must reincorporate.

What's distinctive about Minnesota

Minnesota's free filing is genuinely unusual: every other US state charges at least a nominal fee. Combined with the minimal disclosure requirement (no director or officer information), Minnesota is one of the lightest-touch US jurisdictions for ongoing compliance, which appeals to closely-held corporations and inactive holding companies. The strict December 31 deadline and automatic dissolution mechanism, however, require careful calendar management: a missed deadline kills the corporation faster than in most states.