Key figures
Minnesota compliance
2026, with sources
Registering a Delaware corporation
A Delaware corporation doing business in Minnesota obtains a certificate of authority from the Secretary of State: a $150 initial license fee under the foreign corporation statute plus the $50 fee for filing the application. Each calendar year after that, it files an annual renewal with a $115 fee; the Secretary of State sends notice and revokes the certificate of a corporation that doesn’t renew.
The M4 and its extras
The Form M4 is due on the federal due date, with an automatic seven-month extension to file that requires no form — but no extension to pay. Estimated payments are required when the year’s tax exceeds $500; corporations with $1 million of taxable income after apportionment in any of the prior three years must base estimates on the current year.
The M4 also carries the minimum fee and, from 2025, the election for the refundable portion of the R&D credit, which must be made on a timely return.
A Minnesota startup in its second year typically owes the minimum fee before it owes any franchise tax: once its Minnesota property, payroll and sales pass $1,280,000 the fee starts at $260, filed on the M4 by April 15 with the R&D credit election on the same timely return.
Unclaimed property
Minnesota’s unclaimed property law requires holders to report before November 1 each year, as of the prior June 30, after sending owner notices within the statutory window. For a startup the usual items are uncashed payroll and vendor checks and customer credits; the Department of Commerce administers the program.
Deadlines
- Each calendar year after the certificate is issuedForeign corporation annual renewal with the Secretary of State ($115)Annual renewal
- Apr 15 (calendar year)Corporation franchise tax return; automatic seven-month extension to file, not to payForm M4
- Before Nov 1Unclaimed property report as of June 30
The federal baseline
This page covers what Minnesota adds. The federal rules underneath it apply here too.
Common questions
What does it cost to keep a Delaware corporation registered in Minnesota?
A foreign corporation applies for a certificate of authority, paying a $150 initial license fee and a $50 filing fee, and then files an annual renewal with a $115 fee every calendar year after the year authority is granted. Failing to renew leads to revocation of the certificate.
When is Minnesota’s unclaimed property report due?
Before November 1 each year, covering property as of June 30; the holder sends owner notices first, and Commerce can postpone the date on written request.
Compliance next door
- IAIowa complianceRegister with the Secretary of State for $100, file a $60 biennial report by April 1 of even years, and file the IA 1120 by April 30. No franchise tax applies.
- NDNorth Dakota complianceRegister for $145, file a $25 annual report by May 15 (foreign corporations), and file Form 40 with the federal return. No franchise tax.
- SDSouth Dakota complianceRegister for $750, file a $55 annual report around each registration anniversary, and report unclaimed property by Oct 31. There is no income tax return.
- WIWisconsin complianceWisconsin asks for a foreign registration with DFI, an annual report each first quarter ($65 online), a franchise tax return with the federal one and an unclaimed property report each November 1.
More of the Minnesota guide
- AccountingAccounting and state tax in MinnesotaCorporate tax, conformity to federal rules, apportionment and what it does to your books
- ReceivablesReceivables and sales tax in MinnesotaSales tax registration, economic nexus, whether SaaS is taxable, and collecting from customers
- PayablesPayables and contractors in MinnesotaPaying vendors and contractors: 1099 filing, use tax, contractor tests and withholding
- PayrollPayroll taxes and employer rules in MinnesotaWithholding, unemployment insurance, paid leave, minimum wage and the rules on paydays
- AdvisoryAdvisory: credits and decisions in MinnesotaCredits, incentives and the decisions that are cheaper to get right the first time
Sources
Checked against each agency’s own page on . Rates and thresholds change, usually on January 1.
General information for US companies, not tax, legal or accounting advice for yours. Rules and thresholds change; confirm the specifics with a CPA or the agency before you act on them.