Write the articles of organization

Who this is for#

The people who will sign and file the document that creates the cooperative. A 308B cooperative's founding document is called articles of organization, even though this site's slug says "incorporation" because that is how many people search.

The short answer#

The articles must contain six things: the cooperative's name, its purpose, the name and address of each organizer, its duration (only if not perpetual), the name of its registered agent (if any) and its registered office address. The organizers must sign them. Anything else lawful may be added ^{P1, § 308B.215, subd. 1}.

Steps#

1. Pick the organizers. One or more adult natural persons; they do not need to be members ^{P1, § 308B.205, subd. 1}. The SOS form says one organizer is enough, the organizer must be an individual at least 18 years old, and an authorized agent may sign ^G1.
2. Check the name. It must be distinguishable on SOS records from domestic and foreign business entity names on file at the time of filing ^{P1, § 308B.211}. The SOS form points to a preliminary name availability check on the SOS website ^G1.
3. State the purpose. Any lawful purpose, including marketing or processing agricultural products and providing products, supplies or services to members ^{P1, § 308B.201}. The SOS form (Rev. 7/1/2025) prints default purpose language for you to adopt or change ^G1.
4. State the duration. Existence is perpetual unless the articles limit it ^{P1, § 308B.235}. The SOS form treats a blank duration as perpetual ^G1.
5. Give the registered office and, optionally, an agent. The registered address must be an actual office location, not a P.O. box ^{P1, § 308B.005, subd. 2}. The SOS form says a P.O. box alone is not acceptable and the registered agent is optional ^G1.
6. Give an email address for official notices. The SOS form asks for it and says it is used for annual renewal reminders ^G1.
7. Sign and file. Signatures may be electronic ^{P1, § 308B.005, subd. 24; § 308B.007}. File online at www.sos.mn.gov or by mail or in person at the SOS Business Services office ^G1.

The form#

The SOS form for chapter 308B (Rev. 7/1/2025) has five articles: I Name, II Purpose, III Duration, IV Registered Office Address (with optional registered agent) and V Organizers ^G1.

What to put in the articles and what to leave for the bylaws#

Statute says. Section 308B.241, subd. 2(a) requires a list of matters (purpose, capital structure and classes, voting and governance rights, the one-vote rule for patron members or the patronage-voting allocation, a statement that transfers need board approval, and nonpatron allocation rules if nonpatron interests are authorized) to appear in the bylaws "if not in the articles" ^{P1, § 308B.241, subd. 2}. So you may put them in either place.

In practice. [OPINION] Put in the articles only what you are willing to amend through the formal article-amendment process: the board resolution, notice to members, member vote and SOS filing ^{P1, § 308B.221, subd. 1}. Bylaws can be amended by the board at any time unless the statute, articles or bylaws reserve the power to members or a bylaw prohibits it ^{P1, § 308B.241, subd. 4}.

Placement and approval matter. § 308B.601, subdivision 3, sets a 60 percent patron financial-rights floor; § 308B.721, subdivision 1, sets a 50 percent patron profit-allocation floor. Each permits a reduction no lower than 15 percent through original articles or articles/bylaws adopted or amended by affirmative patron-member vote. The separate 50 percent distribution floor in section 308B.721, subdivision 2, permits reduction no lower than 15 percent through articles or bylaws adopted or amended by affirmative patron-member vote; it does not state an original-articles-alone route ^P1.

After filing#

Existence begins on filing ^{P1, § 308B.235}. Filing creates a presumption that conditions are met, that the cooperative is chartered as a separate legal entity, and that SOS will issue a certificate of organization ^{P1, § 308B.215, subd. 3}. Next: Hold the organizational meeting.

Fixing mistakes#

• Amendment. SOS lists $35 by mail and $55 online or in person for an amendment ^G2. See Amend the articles and bylaws.
• Erroneous filing. Section 308B.231 allows a curative filing for an erroneous filing; the fee is $500 ^{P1, § 308B.231}.

Common mistakes#

1. Naming organizers who are not 18.
2. Using a P.O. box as the registered office.
3. Listing an email address nobody monitors; renewal reminders go there ^G1.
4. Putting detailed capital terms in the articles and then wanting to change them.
5. Skipping the name check and discovering a conflict at filing.