State Compliance

Note: The following information is applicable for charitable nonprofits incorporated and operating in Minnesota. For information regarding compliance in other states, please inquire with the appropriate regulatory offices in those states, as requirements may vary.

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Minnesota Attorney General

Charitable Organization Initial Registration and Annual Report

Does your organization need to register with the Minnesota Attorney General’s office?

An organization must registering if it meets ANY of the following conditions:

1. it received contributions totaling more than $25,000 during the prior accounting year and/or it plans to receive contributions totaling more than $25,000 during the upcoming year;
2. it utilizes a professional fundraiser; and/or
3. its “functions and activities,” including fundraising, are performed wholly by persons who are paid for their services; and/or
4. whose assets or income inure to the benefit of or are paid to any officer.

If your organization does not meet any of the above-referenced criteria, it may be exempt from filing initial registration and annual report filing.  When in doubt, however, it is best to verify directly with the MN AG’s office.

Filing Fees: $25. $50 late fee. Mail to: State of Minnesota, Office of the Attorney General, Charities Unit, Ste 1200, Bremer Tower, 445 Minnesota St., St. Paul, MN 55101.

Other Registration Exemptions

• Religious Institution Exemption: Religious institutions that do not need to file a Form 990 federal tax return because they meet certain filing exceptions contained in portions of the Internal Revenue Code are exempt from registering.
• Educational Institution Exemption: Certain types of educational institutions are exempt from registering. (Learn more)
• Membership Exemption: A charity that solicits donations only from persons who have a right to vote as a member of the organization prior to the solicitation are exempt from registering. Examples may include fraternal, alumni, trade, or professional associations.
• Named Beneficiary Exemption: An organization that solicits donations is exempt from registering if:

• the donations are for a person identified by name in the solicitation; and
• the entirety of the donations are transferred to the person with no deductions; and
• there is no restriction on how the donations are to be used by that person.

• Private Foundation Exemption: Private foundations (as defined in section 509(a) of the Internal Revenue Code) that did not solicit contributions from more than 100 persons during the previous year are exempt from registering.

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Charitable Organization Annual Report

Following the initial filing, nonprofits not meeting any of the above criteria must also file an Annual Report Form each year after with the Minnesota State Attorney General, Charities Division by the 15th day of the 7th month after the close of the organization’s fiscal year. For example, if an organization’s fiscal year end is December 31, its annual report is due on July 15.

A soliciting organization must also include a copy of IRS Form 990, bank account information, and an audited financial statement, if applicable. Learn more about 990 and audited financial statement requirements below:

IRS Form 990

If a charity files a federal tax or information return with the IRS, it must also file a copy of the return with its annual report. The most common type of tax return that charities file is Form 990, with the others being Form 990-EZ, 990-N, and 990-PF.

A charity must include all schedules that it submitted with its tax return when filing a copy of the return with the Attorney General’s Office, except for a schedule of the charity’s contributors.

Charities that properly file a copy of their tax return with the Attorney General’s Office as part of their annual reporting are not required to file another copy of the tax return with the Minnesota Department of Revenue.

Charities that file Form 990-EZ, 990-PF, or 990-N with the IRS instead of Form 990 should file a copy of these forms with the Attorney General’s Office as well.

Financial Statement (verify the requirements)

A charity must include with its annual report a financial statement covering its most recent fiscal year. The statement must be prepared in accordance with GAAP, and must contain a balance sheet, a statement of income and expenses, and a statement of functional expenses. It must further identify the portion of the charity’s revenue that the organization allocated towards management and general expenses, program services, and fundraising. Financial statements that do not comply with GAAP, which include those prepared on a cash basis, do not meet the requirements of the Charitable Solicitation Act and may result in a charity’s registration falling into default.

The specific type of financial statement a charity must provide to the Attorney General’s Office—and whether the organization is permitted to treat its federal tax return as its financial statement—varies depending on the amount and nature of the charity’s revenue and the type of tax return that it filed, as follows:

• Charities With More Than $750,000 in Revenue. A charity with more than $750,000 in revenue must file an audited financial statement prepared in accordance with GAAP that has been examined by an independent certified public accountant for the purposes of expressing an opinion. A charity with more than $750,000 in revenue may not treat its federal tax return as its audited financial statement.  As an aside, a charity that is a food shelf need not include the value of donated food in determining whether it has $750,000 in revenue if the food is not resold and is redistributed at no charge.  

• Charities With Less Than $750,000 in Revenue that File Form 990. A charity with less than $750,000 in revenue does not need to file an audited financial statement. If the charity files a Form 990 with the IRS, the charity may also treat its Form 990 as its financial statement if the Form 990 was prepared in accordance with GAAP. If the charity’s Form 990 was not prepared in accordance with GAAP, the charity must complete the financial section portion of the annual report form that it files with the Attorney General’s Office. 
• Charities With Less Than $750,000 in Revenue that Do Not File the full Form 990. A charity with less than $750,000 in revenue does not need to file an audited financial statement. If the charity files Form 990-EZ, 990-N, or 990-PF, the charity must complete the financial section portion of the annual report form (Section B on pages 6-7) that it files with the Attorney General’s Office and may not treat its tax return as its financial statement.  

What if an organization forgets to file one or more annual reports?

If there is a lapse in filing of annual reports, the organization needs to retroactively file annual reports dating back to the last submitted report. For example, if an organization fails to file its annual report with the AGs office for the previous three years, it will need to file retroactive annual reports for each of those years in order to return to good standing. The organization should NOT file a new initial charitable registration.

Due Dates and Extension Requests

A nonprofit’s annual report is due on or before the fifteenth day of the seventh month after the close of the organization’s fiscal year. For example, if an organization’s fiscal year end is December 31, its annual report is due on July 15. Charities may request an extension of the due date to file their annual report of up to four months.(33)

The easiest way to request an extension is electronically through the Attorney General’s Office’s webpage, “Request an Extension of a Filing Deadline.” Charities may also request an extension by mail. An Appendix is attached to this publication reflecting the due dates for annual reports for common fiscal year-end dates.

Filing Fees

The cost to file your organization’s annual report is $25. A late fee of $50 applies for organizations that miss their annual filing deadline. This fee may be paid electronically with a credit or debit card using the “Electronic Payment of Registration Fees” webpage on the Attorney General’s Office’s website, or by check through the mail to: State of Minnesota, Office of the Attorney General, Charities Unit, Ste 1200, Bremer Tower, 445 Minnesota St., St. Paul, MN 55101

Other Resources

• Laws that Govern Charitable Organizations (Office of the Minnesota Attorney General)

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Minnesota Secretary of State

Minnesota Nonprofit Corporation Annual Renewal

Amending your Articles of Incorporation?

Amendments can be made to the Articles of Incorporation, but this will require an application for amendment to the Secretary of State. If your organization amends its articles of incorporation, you are required to file the amended articles with the Minnesota Secretary of State. 

Other Resources

• Minnesota Nonprofit Corporation Forms (Minnesota Secretary of State)
• Annual Requirements for Nonprofits in Minnesota (Propel Nonprofits)

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Minnesota Department of Revenue

Unrelated Business Income Tax (UBIT)

Unrelated Business Income Tax (UBIT)

If an organization has income that is unrelated to its exempt purposes — also known as unrelated business income — it must file a Minnesota Corporate Tax Return (Form M4NP) with the Minnesota Department of Revenue no later than 4.5 months after fiscal year end.

As defined by the Internal Revenue System, unrelated business income is income from a trade or business, regularly carried on, that is not substantially related to the charitable, educational, or other purpose that is the basis of the organization’s exemption. 

Sales and Use Tax

Minnesota law exempts certain nonprofit organizations from paying Sales and Use Tax. To receive this exemption, an organization must apply to the Minnesota Department of Revenue for authorization, known as Nonprofit Exempt Status, through Form ST16.

If an organization receives Sales and Use Tax exemption, they must file a Sales and Use Tax return online through the Minnesota Department of Revenue’s e-Services system. For more information, see Filing Information.

Other Resources

• Unrelated Business Income Tax (Minnesota Department of Revenue)
• Qualifying for Nonprofit Exempt Status (Minnesota Department of Revenue)
• Filing Returns and Record-Keeping (Minnesota Department of Revenue)

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