No foreign corporation or LLC shall transact business in Minnesota unless it holds a certificate of authority to do so. The following non-exhaustive list of activities do not constitute transacting business in Minnesota:

(1) maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims or disputes;
(2) holding meetings of its members, managers, directors or shareholders or carrying on other activities concerning its internal affairs;
(3) maintaining bank accounts;
(4) maintaining offices or agencies for the transfer, exchange, and registration of its securities, or appointing and maintaining trustees or depositaries with relation to its securities;
(5) holding title to and managing real or personal property, or any interest therein, situated in this state, as executor of the will or administrator of the estate of any decedent, as trustee of any trust, or as guardian of any person or conservator of any person’s estate;
(6) making, participating in, or investing in loans or creating, as borrower or lender, or otherwise acquiring indebtedness or mortgages or other security interests in real or personal property;
(7) securing or collecting its debts or enforcing any rights in property securing them; or
(8) conducting an isolated transaction completed within a period of 30 days and not in the course of a number of repeated transactions of like nature.

Wayfair Nexus

The Minnesota Small Seller Exception requires remote sellers with sales exceeding $100,000 to – or more than 200 transactions with – purchasers in Minnesota in the previous calendar year to pay sales tax.


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