Under both the Minnesota Business Corporation Act (MCBA) and the Minnesota Revised Uniform Limited Liability Company Act (MRULLCA), a corporation or limited liability company must be “formed” by either an incorporator or organizer. This “persons” name and address must be including in the articles/certificate of incorporation or the articles/certificate of Organization. Any natural person regardless of that person’s state of residency, financial solvency, status as a citizen of this country or connection to the entity to be formed can sign as incorporator or an organizer as long as that person is a natural person who is at least 18 years of age. An entity may not be an incorporator or an organizer. In the event a corporation or LLC is being formed as a subsidiary or a special purpose entity or some other entity that is otherwise related to an existing firm, an individual person in his or her personal legal capacity, and not in his or her capacity as an officer of the “parent” entity, must sign the articles as incorporator or organizer.
As indicated in the MCBA and the MRULLCA, one or more natural persons may serve as incorporators or organizers. In the event there is more than one incorporator or organizer, each of the incorporators and organizers must sign the articles and provide their mailing address as well. The incorporator or organizer’s name becomes part of the public record and it is generally the only time specific people are associated with an entity during its life cycle (officers, not directors or shareholders, can sign all other documents filed with respect to a corporation). In some instances, the “founding” shareholder or member may not want his, her or its name to be part of the public record. It is important to consider who serves as an incorporator or organizer in order to facilitate the filing of the articles of incorporation or organization. Many times the incorporator or organizer of a company is an agent of the founders of the company, such as an accountant or lawyer.