At a Glance

Minnesota nonprofits must complete three primary annual filings: federal Form 990 (due 15th day of 5th month after fiscal year-end), the Minnesota Attorney General Annual Report (due 15th day of 7th month after fiscal year-end), and the Secretary of State Annual Renewal (due December 31). Missing any of these deadlines can result in penalties, loss of tax-exempt status, or involuntary dissolution.

Introduction

Running a successful nonprofit in Minnesota involves more than just fulfilling your mission. It requires staying on top of crucial paperwork deadlines throughout the year. Falling behind can result in hefty fines, loss of tax-exempt status, or even involuntary dissolution of your organization.

For established nonprofits in Minnesota, maintaining your legal status means juggling several important annual filings. These include federal requirements like Form 990, state-level filings with the Attorney General’s office, and the Secretary of State’s Annual Renewal. Each comes with specific deadlines, documentation needs, and potential consequences if overlooked.

This comprehensive guide breaks down everything you need to know about ongoing filing requirements for Minnesota nonprofits. You’ll discover exactly what to file, when to file it, and how to avoid common mistakes that put your nonprofit status at risk. With the right approach, nonprofit compliance becomes manageable, allowing you to get your organization fully compliant and back to focusing on what truly matters—your mission.

For nonprofits managing multiple state registrations or complex renewal cycles, Labyrinth, Inc. helps coordinate these various requirements and ensures all charitable registration deadlines remain current across jurisdictions.

Federal Filing Requirements for Minnesota Nonprofits

Every Minnesota nonprofit must meet federal filing obligations regardless of size. The IRS requires annual information returns from tax-exempt organizations, with specific forms determined by your financial activity.

Which Form 990 to file: 990-N, 990-EZ, 990, or 990-PF

Even though your organization may be tax-exempt, you still need to file an annual information return with the IRS. The form you’ll use depends on your nonprofit’s finances.

• Form 990-N (e-Postcard): For organizations with gross receipts normally ≤ $50,000 per year (see IRS Form 990 filing thresholds).
• Form 990-EZ: For organizations with gross receipts < $200,000 and total assets < $500,000 (see IRS Form 990 filing thresholds).
• Form 990: Required for organizations with gross receipts ≥ $200,000 or total assets ≥ $500,000 (see IRS Form 990 filing thresholds).
• Form 990-PF: All private foundations must file this form regardless of financial status (see IRS Form 990 filing thresholds).

Remember that gross receipts include all amounts received during your accounting period without subtracting costs or expenses. Additionally, organizations eligible for Form 990-N can choose to file Form 990-EZ or Form 990 instead (see IRS Form 990 filing thresholds).

Deadlines for IRS Form 990

Your annual return is due by the 15th day of the 5th month after your organization’s accounting period ends (see IRS annual return due date guidance). For example:

• Calendar year ending December 31: Form due May 15
• Fiscal year ending June 30: Form due November 15 (see IRS return due dates for exempt organizations)

Should the due date fall on a Saturday, Sunday, or legal holiday, the deadline extends to the next business day (see the IRS return due dates page). Furthermore, you can request a six-month extension by filing Form 8868 before your original due date (see IRS due date guidance). Extended due dates do not apply to Form 990-N. Organizations that fail to file the required annual return or notice for three consecutive years will have their tax-exempt status automatically revoked (see IRS consequences of not filing).

Consequences of missing IRS filings

Failure to file your annual return on time comes with serious repercussions:

The IRS may assess daily monetary penalties for late filing of Forms 990, 990-EZ, and 990-PF, with penalty rates and maximums based on the organization’s gross receipts. Refer to current IRS guidance for the applicable dollar amounts and thresholds (see IRS consequences of not filing).

The most severe consequence occurs after three consecutive years of non-filing: automatic revocation of your tax-exempt status (see IRS automatic revocation information). Once revoked, your organization:

• Must pay corporate income taxes
• Cannot offer tax deductions to donors
• Must reapply for tax-exempt status through a lengthy and costly process

Moreover, noncompliance can damage your reputation with donors and stakeholders, potentially limiting your nonprofit’s ability to secure funding and fulfill its mission.

Although penalties may be waived if you have reasonable cause for late filing, prevention is always better than seeking forgiveness. Establish a reliable filing system with calendar reminders to ensure you meet all deadlines consistently.

Tax-exempt organizations are also required to make their past three years of Form 990s and Application for Tax Exemption (Form 1023) widely available upon request (see IRS public disclosure requirements), so maintaining complete records serves both compliance and transparency purposes.

Minnesota Attorney General Annual Report

Beyond federal requirements, Minnesota charities must maintain compliance with state regulations through the Attorney General’s Office. This critical filing ensures your nonprofit remains in good standing to legally solicit contributions throughout Minnesota.

Who must file the Charitable Organization Annual Report

Charitable organizations that solicit contributions in Minnesota generally must register with and file annual reports to the Attorney General’s Office unless an exemption under Minnesota Statutes § 309.515 applies (for example, organizations that receive not more than $25,000 during the year and whose functions are performed wholly by unpaid persons) (see Minnesota Statutes § 309.53 and Minnesota Statutes § 309.515 exemptions). This state-level filing exists separately from your federal Form 990 obligations, yet works in tandem with them as part of your overall compliance strategy.

Required attachments: IRS Form 990, financials, and more

A complete Minnesota Attorney General Annual Report package includes several essential components:

1. Annual Report Form: Must be executed according to a board resolution and signed by two officers of your organization (see Minnesota Statutes § 309.53).
2. IRS Tax Returns: Include a copy of your Form 990, 990-EZ, 990-PF, or 990-N along with all schedules, except the schedule of contributors (Schedule B) (see Minnesota Statutes § 309.53).
3. Financial Statement: Your statement must follow Generally Accepted Accounting Principles (GAAP) and include:
   • Balance sheet
   • Statement of income and expenses
   • Statement of functional expenses that identifies portions allocated to management, program services, and fundraising (see Minnesota Statutes § 309.53).
4. Additional Information: If applicable, be prepared to provide a list of the five highest paid directors, officers, and employees and their compensation when required by the reporting form. An audited financial statement is required if your organization has total revenue exceeding $750,000 (see Minnesota Statutes § 309.53).

Filing deadlines and late fees

The Attorney General’s Annual Report is due on the 15th day of the 7th month following your fiscal year-end (see Minnesota Statutes § 309.53). For instance:

• Calendar year ending December 31: Filing due July 15
• Fiscal year ending June 30: Filing due January 15

Upon request, the Attorney General may grant an extension of up to four months (see Minnesota Statutes § 309.53). Submit your extension request before your original due date to avoid penalties.

The filing fee is $25, payable to the “State of Minnesota” (statute refers to this as a reregistration fee) (see Minnesota Statutes § 309.53).

Failure to file on time results in significant consequences:

• A mandatory $50 late fee in addition to the regular $25 filing fee (see Minnesota Statutes § 309.53).
• The Attorney General may seek suspension of registration or other relief through the courts for violations of the statute (see Minnesota Statutes § 309.57).
• Potential civil penalties up to $25,000 for each violation, as authorized by statute (see Minnesota Statutes § 309.57).

Submit your report using the methods provided by the Minnesota Attorney General’s Office (651-296-3353, ag.state.mn.us) by mail or electronically if offered on the AG’s website.

Remember that maintaining current charitable registration is essential—your organization cannot legally solicit contributions in Minnesota without it. For nonprofits managing multiple state registrations or complex renewal cycles, Labyrinth helps track each deadline and manage the full renewal process across jurisdictions.

Minnesota Secretary of State Annual Renewal

The Minnesota Secretary of State Annual Renewal represents the third critical filing requirement for nonprofits operating in the state. In fact, this simple yet mandatory renewal serves as your organization’s lifeline to maintaining legal existence in Minnesota.

What is the Annual Renewal and who must file

The Annual Renewal is a straightforward filing that confirms your nonprofit corporation remains active and operating within Minnesota (see Minnesota Secretary of State – how to renew your business filing). Unlike other compliance documents, this renewal doesn’t request extensive financial information but primarily updates your organization’s basic details.

Nonprofit corporations registered with the Minnesota Secretary of State (651-201-1253, sos.state.mn.us) must file this renewal once every calendar year (see Minnesota Secretary of State – annual renewals). This includes:

• Minnesota-formed (domestic) nonprofit corporations
• Religious corporations
• Cooperatives with nonprofit status

The filing obligation begins in the calendar year following your original incorporation with the Secretary of State (see Minnesota Secretary of State – annual renewals).

The renewal essentially serves as your nonprofit’s annual check-in with the state, allowing officials to maintain current records of your organization’s contact information and operational status.

How to file online or by mail

Filing your Annual Renewal can be completed through three methods, with online submission being the most efficient option:

1. Online Filing – Visit the Business Filings Online portal on the Secretary of State website (see Business Filings Online portal).
   • Search for your business by name or file number
   • Click “Details” next to your organization’s name
   • Select “File Amendment/Renewal” from the Business Record Details page
   • Create an account if you don’t already have one
   • Review pre-filled information and update as needed
   • Submit and save your confirmation for records
2. Mail Submission – Download the Annual Renewal form from the Secretary of State website, complete it, and mail to the address provided on the form (see Minnesota Secretary of State – renew or amend your business filing).
3. In-Person Filing – Visit the Saint Paul office during business hours to submit your renewal in person.

The processing time varies by method: online filings typically take 2–5 business days, in-person submissions are processed the same day, while mailed reports take longest.

Notably, there is no fee for filing the Annual Renewal as long as your entity remains active and in good standing (see Minnesota non-profit corporation forms and fees). Nevertheless, if you’re changing your organization’s name or registered agent information, you’ll need to submit an amendment form along with applicable filing fees (see Minnesota non-profit renewal form (PDF)).

For nonprofits needing to update registered agent information or other corporate details, Labyrinth handles these update filings as part of its comprehensive corporate filing services.

Penalties for missing the December 31 deadline

Unlike many other regulatory filings that align with your fiscal year end, the Annual Renewal operates on a strict calendar year schedule. Your renewal must be submitted by December 31 each year, regardless of your organization’s fiscal year end (see Minnesota Secretary of State – annual renewals).

The consequences of missing this deadline are immediate and severe. Starting January 1, the Minnesota Secretary of State will statutorily dissolve your nonprofit corporation if you fail to file the renewal (see Minnesota Secretary of State – dissolution for failure to renew). This means your organization will no longer be recognized as legally existing in the state.

Upon dissolution, your nonprofit instantly loses:

• Good standing status
• Legal protections
• Banking capabilities
• License validations
• Limited liability coverage

To reinstate a dissolved nonprofit, you must file the current year’s renewal and pay the applicable reinstatement fee (different fee amounts apply for mail versus expedited in-person or online filings) (see Minnesota Secretary of State – renew or amend your business filing). Fortunately, as long as your organization’s name remains available, you can retroactively reinstate your nonprofit’s existence by completing these steps (see Minnesota Secretary of State reinstatement guidance).

The renewal system serves as a simple yet critical compliance touchpoint that keeps your nonprofit legally operational in Minnesota.

Additional Annual Compliance Practices

Maintaining legal compliance for Minnesota nonprofits extends beyond just submitting paperwork to government agencies. Your organization must equally adhere to these essential governance practices throughout the year to maintain proper standing.

Hold at least one board meeting and keep minutes

Minnesota law mandates nonprofits to hold a minimum of one board meeting annually (see Minnesota Statutes § 317A.231). Your board meeting schedule should align with the frequency specified in your bylaws.

For each meeting, detailed written minutes must be maintained as permanent records. These documents should accurately reflect board actions, committee reports, and key decisions. Unless your bylaws specify otherwise, directors must receive at least five days’ notice before meetings, including date, time, and location (see Minnesota Statutes § 317A.231 notice requirements).

Maintaining organized meeting records supports both legal compliance and operational transparency. Well-documented board proceedings demonstrate your organization’s commitment to proper governance and provide crucial historical records for future reference.

Review and approve executive compensation

Board members should annually review the executive director’s performance and approve their compensation package. This crucial governance responsibility helps safeguard against excessive compensation and potential financial mismanagement.

The IRS closely monitors executive compensation through Form 990 reporting. For compensation to be presumed reasonable, it should be:

• Approved by an independent authorized body (typically the board)
• Based on comparable data from similar organizations
• Thoroughly documented, including approval dates and board members present during discussions

This annual review process protects your organization from potential intermediate sanctions and demonstrates responsible stewardship of charitable resources to donors and regulators alike.

Complete annual conflict of interest disclosures

Annually collecting conflict of interest disclosures helps nonprofits avoid even the appearance of impropriety (see IRS conflict of interest policy guidance). This documentation is particularly important since organizations can lose tax-exempt status if they serve private interests more than insubstantially.

At minimum, all board members and key employees should complete these forms yearly. The IRS Form 990 specifically asks whether your organization has and enforces a written conflict of interest policy. Subsequently, when conflicts arise, affected individuals must disclose relevant facts and abstain from voting on related matters.

Regular disclosure collection creates a culture of transparency and accountability while providing legal protection for your organization’s decision-making processes.

Acknowledge donors who gave $250 or more

IRS regulations require sending written acknowledgments to donors who contribute $250 or more within the calendar year. This documentation allows donors to claim tax deductions for their gifts.

Acknowledgment letters must include:

• Organization name
• Donation amount or description (without valuing non-cash items)
• Statement about goods/services provided in exchange (or lack thereof)
• Value of any goods/services provided

These acknowledgments should be sent promptly after receiving donations, ideally close to when gifts are made. Failure to provide proper documentation could jeopardize your donors’ ability to claim tax benefits, potentially damaging important donor relationships.

Developing systems to track donation thresholds and automate acknowledgment generation helps ensure consistent compliance with this important requirement.

Avoiding Common Filing Mistakes

Even diligent nonprofits can falter with filing requirements due to simple oversights that lead to serious consequences. Recognizing these potential pitfalls helps your organization stay compliant year after year.

Not knowing your fiscal year-end

Many Minnesota nonprofits struggle with calendar confusion when tracking filing deadlines. Unlike individuals and many businesses that must use calendar year-ends, nonprofits can choose their fiscal year-ends for IRS purposes. This flexibility, while beneficial, requires careful tracking to ensure timely submissions.

When selecting or changing your fiscal year-end, consider factors such as:

• Programmatic timing that keeps key activities in the same fiscal year
• Alignment with government funding cycles
• Impact on debt covenant calculations
• Coordination with third-party vendor reporting

Many nonprofits align their fiscal year with the calendar year, while some larger organizations opt for June as their fiscal year-end. Changing your year-end requires completing your next Form 990 with “change of accounting period” noted at the top.

Establishing a master calendar that clearly marks all applicable deadlines based on your specific fiscal year prevents confusion and missed filings. This becomes especially critical for organizations managing both federal and state filing obligations with different deadline structures.

Forgetting to update GuideStar or public disclosures

GuideStar (now part of Candid) hosts information on millions of US charitable organizations. This database serves as a primary resource for potential donors and grantmakers evaluating your organization.

Tax-exempt organizations must make their past three years of Form 990s and Application for Tax Exemption (Form 1023) widely available upon request. Accordingly, maintaining current profiles demonstrates transparency and builds trust with stakeholders.

Review your GuideStar profile quarterly to ensure all information remains current and accurate. This includes uploading your Form 990 annually and updating leadership contact information.

Beyond GuideStar, many nonprofits overlook updating other public information sources. State charity registrations, foundation databases, and local giving guides all require periodic updates to reflect current organizational status and contact details.

Assuming exemptions apply without verification

Never assume exemptions apply automatically. Missing or incorrect information can trigger audits.

Maintain organized records of all financial transactions throughout the year. This documentation supports your tax return information and helps verify your continued eligibility for exemption status.

Remember that nonprofits must comply with state-level tax laws and regulations beyond federal requirements. Verification ensures you maintain compliance at every governmental level.

Regularly review your organization’s activities against IRS requirements to ensure continued qualification for tax-exempt status. Changes in operations, revenue sources, or organizational structure may affect your exempt status and filing obligations.

Conclusion

Maintaining your nonprofit’s legal standing in Minnesota requires vigilance across multiple filing obligations throughout the year. As we’ve seen, your organization must juggle federal Form 990 requirements, Minnesota Attorney General Annual Reports, and Secretary of State Annual Renewals—each with distinct deadlines and documentation needs.

Failure to meet these requirements carries serious consequences. Your nonprofit could face substantial penalties, lose tax-exempt status, or even experience involuntary dissolution. Therefore, creating a comprehensive compliance calendar marks your first step toward avoiding these pitfalls.

Beyond government filings, remember those essential governance practices. Regular board meetings with proper documentation, annual executive compensation reviews, conflict of interest disclosures, and donor acknowledgments all play crucial roles in maintaining your nonprofit’s integrity and legal standing.

Most importantly, never assume exemptions apply automatically or overlook updating your public profiles. These seemingly minor oversights often trigger unnecessary scrutiny from regulatory agencies.

The paperwork might seem overwhelming at times, but view these requirements as safeguards that ensure accountability and transparency. After all, compliance allows your Minnesota nonprofit to focus on what truly matters—fulfilling your mission and serving your community effectively.

For organizations managing complex filing cycles across multiple jurisdictions, we recommend establishing a dedicated filing system with automated reminders well before deadlines approach. This proactive approach helps prevent last-minute rushes and ensures your organization maintains good standing year after year. Your nonprofit’s continued operation and tax-exempt benefits depend on this diligence.

When managing annual filing requirements and state registrations, Labyrinth helps nonprofits prepare and submit required state filings—including Attorney General reports and Secretary of State renewals—so organizations remain in good standing with all relevant agencies.

Frequently Asked Questions