Minnesota Statutes
Minn. Stat. § 302A.153 (2026)
Effective Date Of Articles
✓ current as of May 2026
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Articles of incorporation are effective and corporate existence begins when the articles of incorporation are filed with the secretary of state accompanied by a payment of $135, which includes a $100 incorporation fee in addition to the $35 filing fee required by section 302A.011, subdivision 11. Articles of amendment are effective when filed with the secretary of state or at another time within 30 days after filing if the articles of amendment so provide. Articles of merger must be accompanied by a fee of $60, which includes a $25 merger fee in addition to the $35 filing fee required by section 302A.011, subdivision 11.
Notes of Decisions
Cited in 4
cases, 1986–2007 · leading case: Stone v. Jetmar Props., LLC, 733 N.W.2d 480 (Minn. Ct. App. 2007).
Stone v. Jetmar Props., LLC, 733 N.W.2d 480 (Minn. Ct. App. 2007). “The 1981 notes accompanying the business-corporations statute that sets the effective date of a corporation’s articles of incorporation specifically provide that “the doctrine of de facto corporations is inapplicable in this state after the enactment of this act.”
Warthan v. Midwest Consol. Ins. Agencies, Inc., 450 N.W.2d 145 (Minn. Ct. App. 1990). “Minn.Stat. § 302A.153 (1982). [I]t [is] clear that the filing creates an irrefutable presumption, except as against the attorney general under section 302A.”
Almac, Inc. v. JRH Dev., Inc., 391 N.W.2d 919 (Minn. Ct. App. 1986). “Minn.Stat. § 302A.153 (1984). It is unclear whether the articles of incorporation were filed before or after the transaction at issue here, although it appears the articles were not filed until sometime after the execution of the purchase agreement.”
Arbo Corp. v. Aidan Mktg./Distrib., Inc., 639 F. Supp. 1512 (D. Minnesota 1986). “Finally, plaintiff argues that Minnesota’s adoption of the Model Business Corporation Act in 1981 eliminated the doctrine of de facto corporations.”
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