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Comprehensive Guide to S Corporations in Minnesota: Everything You Need to Know

Comprehensive Guide to S Corporations in Minnesota Everything You Need to Know
S Corporations have become an increasingly popular business structure for entrepreneurs in Minnesota. Providing an ideal combination of liability protection and tax benefits, S Corporations are worth considering when you're planning to start or restructure a business. Contact us by either using the online form or calling us directly at 414-253-8500 to learn more.

Understanding S Corporations: The Basics

What Is an S Corporation?

An S Corporation is a corporation that has elected to be treated as a pass-through entity for tax purposes. This means that it avoids the double taxation that a regular C Corporation faces. The profits and losses of the business are passed through to the individual shareholders, who report this income on their personal tax returns.

Advantages and Disadvantages


  • Pass-through Taxation: Shareholders avoid the double taxation issue common to C Corporations.
  • Limited Liability: Shareholders have limited liability, meaning they are generally not personally responsible for the debts and liabilities of the business.
  • Flexibility in Income Distribution: S Corporations can allocate profits and losses among shareholders in ways not possible in partnerships.


  • Ownership Restrictions: S Corporations can only have up to 100 shareholders, and all must be U.S. citizens or residents.
  • Complex Compliance: There are specific operational and documentation requirements, including strict record-keeping.
Criteria Advantages Disadvantages
Taxation Pass-through taxation, avoiding double taxation. Complexity in tax filing and some state-specific taxes.
Liability Limited liability for shareholders. Strict record-keeping and compliance requirements.
Ownership Flexibility Ability to allocate profits and losses among shareholders. Restrictions on the number and types of shareholders.
Management Traditional corporate management structure. Often more complex than sole proprietorships or partnerships.
Capital Raising Can raise capital through sale of stock. Limited to one class of stock, restricting investment options.
Estate Planning Integration Can be easily integrated with various types of trusts. Must ensure that any transfers of shares comply with regulations.

Key Takeaways:

  • Pass-through taxation is a major advantage but comes with its own complexities.
  • Ownership flexibility is an advantage, but there are federal restrictions on who can be a shareholder.
  • S Corporations can be more complex to manage but offer more structure than other business types.

Legal Requirements for S Corporations in Minnesota

Incorporation Process

The first step in forming an S Corporation in Minnesota is filing the Articles of Incorporation with the Secretary of State. The document should include crucial information such as the business name, primary office address, and the number and type of shares authorized.

S Election

After incorporation, the corporation must elect S Corporation status by filing IRS Form 2553. In Minnesota, no additional state form is required for this election.

Annual Filings

S Corporations in Minnesota must submit an Annual Renewal with the Secretary of State. Failure to comply can lead to the administrative dissolution of the business.

Required Annual Filings for S Corporations in Minnesota

Document Description Deadline
Annual Renewal To maintain good standing with the Secretary of State. December 31st
Federal Tax Return (Form 1120S) Federal tax return specific to S Corporations. March 15th
State Tax Return (M8) Minnesota-specific S Corporation tax return. March 15th
Employee W-2 Forms Wage and tax statements for employees. January 31st
Shareholder K-1 Forms Reporting shareholder's shares of income, deductions, credits, etc. March 15th

Key Takeaways:

  • The Annual Renewal is crucial for maintaining your S Corporation status in Minnesota and has a deadline of December 31st.
  • Tax-related forms have a general deadline of March 15th, including both federal and state-specific tax returns.
  • Employee and shareholder-specific tax documents also have their own deadlines, with most required by the end of the first quarter of the year.

Financial Aspects of S Corporations

Tax Obligations

One of the major advantages of S Corporations is their favorable tax treatment. However, they still have to pay certain taxes like payroll taxes and potentially Minnesota state taxes on certain income categories. 

Funding Options

S Corporations can raise capital through the sale of stock. However, they are restricted in the types of stock they can issue. Typically, they can only issue one class of stock, limiting their funding options.

Accounting and Record-keeping

Proper accounting and financial reporting are vital for S Corporations. Not only is this essential for tax preparation, but it's also critical for the annual reporting required by the state of Minnesota. A knowledgeable estate planning attorney can guide you through the intricacies of this process.

Operational Considerations for S Corporations in Minnesota

Management Structure

The management of an S Corporation is generally identical to that of a C Corporation. A board of directors oversees the major business decisions, while officers handle the day-to-day operations. Minnesota law requires at least one director and two officers: a president and a secretary.

Employee Benefits

Offering employee benefits in an S Corporation can be more complicated due to the IRS's scrutiny to ensure that benefits are not disproportionately favoring higher-earning employees or shareholders. Consider offering standardized benefit packages to avoid any discriminatory practices.

State Compliance

Minnesota law mandates that S Corporations maintain accurate records, such as meeting minutes and financial statements. Failure to keep these could result in the state revoking your S Corporation status.

Business Licenses and Permits

Depending on the type of business and where it's located, additional state and local licenses may be required. Check with your local government and consult with an experienced business succession attorney for customized advice tailored to your situation.

Estate Planning and S Corporations in Minnesota

Transferability of Shares

The shares of an S Corporation in Minnesota are generally transferable. However, transferring shares can affect the S Corporation status if the new shareholder is not a qualified owner. Prior to any transfer, review your shareholder agreement and consult with your estate planning attorney.

Impact on Estate Taxes

An S Corporation has an impact on the estate planning process. The value of the shares owned will be included in a shareholder's estate and could potentially subject the estate to taxes. To navigate this, setting up a proper estate plan can help.

Integration with Trusts

S Corporations can be integrated into different types of trusts for effective estate planning. Types of trusts that can hold S Corporation shares include revocable trusts and special needs trusts.

Dissolution of S Corporations in Minnesota

Voluntary Dissolution

If the shareholders decide to dissolve the S Corporation, a resolution must be adopted, and appropriate documents must be filed with the Minnesota Secretary of State. Outstanding debts must be paid off before assets are distributed among the shareholders.

Involuntary Dissolution

In extreme cases, an S Corporation can be dissolved involuntarily by the state for failure to meet legal requirements or by court order if it's proven that the directors are acting in a manner detrimental to the shareholders.

Wind-up Activities

After dissolution, the company must settle all debts and distribute remaining assets among shareholders. You will need to file final tax returns and close out any business accounts. Consulting a qualified probate attorney can make this process smoother.

Contact an S Corporations Attorney in Minnesota

When you're navigating the complexities of S Corporations in Minnesota, professional guidance can be invaluable. From the incorporation process to intricate tax matters and even winding down your business, having an experienced attorney by your side can make all the difference. We're pleased to offer remote, phone, and online appointments to fit your needs. To learn more, contact us at 414-253-8500 or send us a message for a free consultation.

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Frequently Asked Questions (FAQs)

1. What Are the Initial Steps to Form an S Corporation in Minnesota?

To form an S Corporation in Minnesota, you'll need to file Articles of Incorporation with the Secretary of State. Once the corporation is established, you'll need to file IRS Form 2553 to elect S Corporation status.

2. Can Non-U.S. Citizens Be Shareholders in a Minnesota S Corporation?

No, one of the federal restrictions for S Corporations is that all shareholders must be U.S. citizens or residents. If your corporation has a shareholder who is not a U.S. citizen or resident, you'll lose your S Corporation status.

3. Are There Any Specific Tax Benefits for S Corporations in Minnesota?

The key tax advantage of an S Corporation is the pass-through taxation, which means the corporation itself is not subject to federal income taxes. However, Minnesota may still impose some state-specific taxes, and it's crucial to consult an experienced tax attorney to understand your obligations fully.

4. How Does Operating an S Corporation Affect My Personal Finances?

Operating an S Corporation will have an impact on your personal finances since the business's profits and losses are passed through to your individual tax return. This allows for more straightforward taxation but also makes you directly responsible for covering any tax liabilities.

5. Can an S Corporation in Minnesota Issue Multiple Types of Stock?

No, one of the federal restrictions on S Corporations is that they can only issue a single class of stock. While there can be voting and non-voting shares, the financial rights attached to the shares must be identical for each shareholder.

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