Secretary of State Registration — Quick Introduction
Most businesses must register with the Minnesota Secretary of State (SOS) to legally operate in Minnesota. Minnesota State verifies a vendor’s registration status before finalizing a contract. If not registered, the supplier should complete registration prior to award.
Who Must Register
- Domestic entities (e.g., corporations, LLCs, nonprofits) file to form in Minnesota.
- Out-of-state (“foreign”) entities must obtain authority (e.g., certificate of authority) before transacting business in Minnesota.
- Sole proprietors/general partnerships using only the owner’s full legal name may not need an entity filing; using an assumed name (DBA) triggers an SOS filing.
What Counts as “Doing Business”
A physical office is not required. Contracting with Minnesota State, providing goods/services to its institutions, or receiving payment from Minnesota State typically constitutes doing business in Minnesota and may require registration.
Registered Agent
- Must be a Minnesota resident with a physical MN address, or a business authorized in MN with a physical office.
- Receives legal notices on behalf of the entity.
Common Exemptions
- Government entities (state agencies, cities, counties, school districts, Minnesota State) are created by statute and are not “business organizations,” so they do not register with SOS.
- Certain limited activities for foreign entities (e.g., maintaining lawsuits, bank accounts, isolated transactions under statute) are not considered “transacting business.”
How to Proceed
- Check status / register: Use the SOS Business Services Portal to search existing records or start registration.
- Foreign qualification: Out-of-state entities obtain the appropriate certificate of authority before contracting.
- Record keeping: Keep proof of registration/authority and registered agent details with the contract file.
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